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Terms and Conditions

If you would like more information on our Terms and conditions please do not hesitate to contact us on 08438866468 or emaildesign@p1technology.com.

Introduction

A. The Customer wishes to benefit from certain design and consultancy services provided by P1 Technology;

B. P1 Technology is acting as an independent contractor; and

C. These Terms and Conditions shall apply to all Work Sheets agreed by the parties.

Operative Provisions:

1. Definitions

1.1 In this Agreement

1.1.1 “Acceptance”/ “Acceptance Certificate” means acceptance of the Service in accordance with these terms or the associated signed acceptance (in any form) by the Customer;

1.1.2 “Agreement” means this agreement and Work Sheets as agreed fromtime to time;

1.1.3 “Confidential Information” means all unpatented designs, drawings, data, specifications, manufacturing processes, testing procedures and all other technical business and similar information in relation to the Services.

1.1.4 “Copyright Works” means any item of Confidential Information in which copyright subsists;

1.1.5 “Customer Background IPR” means all intellectual property rights in the drawings, specification, know-how, patent applications and designs developed by the Customer (and/or its agents or sub contractors) which exist in the documents presented to P1 Technology for the purposes of this Agreement;

1.1.6 “Daily Rate” means rate charged for the provision of Services (which shall include necessary travel for the Customer by P1 Technology per day (normal working hours);

1.1.7 “Deliverables” means all records reports documents papers and other materials whatsoever originated by or on behalf of P1 Technology pursuant to this Agreement;

1.1.8 “Work Sheet” means a form signed by both parties setting out, Service specification/brief, rates of pay, site and any other relevant detail. The pro-forma at Schedule 1 may be used.

1.1.9 “Hourly Rate” means the hourly rate charged for Services;

1.1.10 “Invention” means any invention or discovery conceived or originated or made by or on behalf of P1 technology during the course of or in any way whatsoever related to the provision of the Services;

1.1.11 “Patent Rights” means any patents and applications relating to Inventions including but without prejudice to the generality of the foregoing author certificates, inventor certificates, improvement patents, utility certificates and models and certificates of addition and including any divisions, renewals, continuation, extensions or reissues of these;

1.1.12 “Services” means the services detailed in the Work Sheet;

1.1.13 “Services Goods” means the products developed and produced during the services by P1 Technology;

1.1.14 “Site” means the site identified in the Work Sheet or any other place where P1 Technology performs Services other than its registered office.

2. Obligations of P1 Technology

2.1 P1 Technology may accept and perform instructions from other companies firms or persons and such instructions shall not prejudice P1 Technology’s ability to provide the Services.

2.2 P1 Technology warrants and represents to the Customer that it is acting as an independent contractor and neither party is authorised to act as an agent for the other.

2.3 Any date stated in a Work Sheet is provided for guidance only and P1Technology shall use reasonable efforts to so adhere. However, time is not of the essence.

2.4 P1 Technology shall provide the Services with reasonable care and skill and in accordance with good industry practice.

2.5 Unless otherwise specifically agreed in writing by P1 Technology so as to form part of this Agreement it is agreed and declared that all descriptions, specifications, performance data, tolerances illustrations, weights, measurements and dimensions contained in catalogues, sales leaflets, price lists or advertising material provided by P1 Technology are for general information only and are not intended as a definitive description of the Services and do not form part of this Agreement and further they are subject to modification and variation by P1 Technology at any time without notice.

3. Intellectual Property Rights

3.1 Except for the “Customer Background IPR”, Subject to 3.2 all rights in Confidential Information, Copyright Works, Invention Patent Rights and any other element of Service(s) which may involve the creation of intellectual property rights (the “Rights”) remain vested in P1 Technology at all times until payment in full by the Customer for such Services. The Customer acknowledges that it has no right to manufacture or otherwise copy or use such material save as provided by this Clause.

3.2 The Customer may request from P1 Technology an option to obtain all or any part of the Rights by notice in writing. P1 Technology shall comply at its discretion and where appropriate submit an option offer which will include any payments, royalties or other terms as appropriate (e.g. expiry of option, process to assign Rights).

3.3 If the option offer is agreed by the Customer, P1 Technology agree to assign to the Customer all rights title and interest in and to the Rights set out in the option offer and further, subject to payment by the Customer of all reasonable fees, expenses and charges, agree to assist the Customer in connection with any application to register Rights.

3.4 P1 Technology give no warranty, representation or indemnity that any Invention Confidential Information Copyright Works or Deliverables conceived originated made or developed by P1 Technology will not infringe any intellectual property rights of a third party and the Customer shall indemnify and hold P1 Technology harmless in respect of all damages, costs, claims, expenses and liabilities arising out of or in connection with any claim that the use of material supplied by P1 Technology in relation to the Service infringes the intellectual property rights of a third party.

3.5 The indemnity in favour of P1 Technology given by the Customer in Clause 3.4 shall also apply where the Customer supplies drawings or specifications to P1 Technology in connection with the Services and the Customer shall grant P1 technology a licence to use the rights in such material in connection with the Services.

3.6 In circumstances where there is a bona fide dispute in relation to payment P1 Technology shall have no right to license the rights or otherwise develop or manufacture products using the rights referred to in clause 3.1 until such time as it is determined by an expert or Court in accordance with clause 10 that the Customer was in default and the Customer remains in default.

4. Confidentiality

4.1 Both parties agree to treat as secret and confidential and not at any time for any reason to disclose or permit to be disclosed to any person or persons or otherwise make use of or permit to be made use of any information relating to the other party’s technology, technical processes, business affairs or finances or any such information relating to any suppliers or customers of the other party where knowledge or details of the information was received during the period of this Agreement.

4.2 The obligations of confidence referred to in this Clause 4 shall not apply to any Confidential Information Documents or other information which:

(a) is in the possession of or is at the free disposal of the party or is published or otherwise in the public domain prior to the receipt of such Confidential Information or other information by the other party

(b) is or becomes publicly available on a non confidential basis through no fault of the receiving party

(c) is received in good faith by a party from a third party who, on reasonable enquiry by the receiving party claims to have no obligation of confidence to the other party in respect of it and who imposes no obligations of confidence upon the receiving party.

4.3 The obligations of the parties under this Clause 4 shall survive the expiry or the termination of this Agreement for whatever reason.

5. Liability

5.1 The provisions of this Clause 5 shall survive the termination of this Agreement for whatever reason.

5.2 P1 Technology shall use reasonable endeavours to ensure that the Customer has the benefit of any warranty or guarantee provided by a third party in connection with the Services.

5.3 P1 Technology warrants that (subject to the other provisions of these conditions) upon delivery, and for a period of 30 days from the date of delivery, any product comprised in the Services Goods shall:

(a)be of satisfactory quality within the meaning of the Sale of Goods Act 1979;

(b)be reasonably fit for any particular purpose for which the product are to be applied provided that the Customer made known that purpose to P1 Technology in writing prior to this Agreement.

5.4 P1 Technology shall not be liable for a breach of any of the warranties in Clause 5.3 unless:

(a)the Customer gives written notice of the defect to P1 Technology, and, if the defect is as a result of damage in transit to the carrier, within 7 days of the time when the Customer discovers or ought to have discovered the defect; and

(b)P1 Technology is given a reasonable opportunity after receiving the notice of examining such product and the Customer (if asked to do so by P1 Technology) returns such product to P1 Technology’s place of business at the Customer’s cost for the examination to take place there.

5.5 P1 Technology shall not be liable for a breach of any of the warranties in Clause 5.3 if:

(a)the Customer makes any further use of such product after giving such notice; or

(b)the defect arises because the Customer failed to follow P1 Technology’s oral or written instructions as to the storage, installation, commissioning, manufacture, use or maintenance of the product or (if there are none) good trade practice; or

(c)the Customer alters or repairs such products without the written consent of the Company.

5.6 Subject to Clauses 5.4 and 5.5, if any of the products do not conform with any of the warranties in Clause 5.3, P1 Technology shall at its option repair or replace such products (or the defective part) or refund the price of such products at the pro rata Work Sheet rate provided that, if P1 Technology so requests, the Customer shall, at the Customer’s expense, return the product or the part of such product which is defective to P1 Technology.

5.7 If P1 Technology complies with Clause 5.6 it shall have no further liability for a breach of any of the warranties in Clause 5.3 in respect of such product.

5.8 Subject to Clause 5.7, the provisions of this Clause 5 sets out the entire financial liability of P1 Technology (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:

(a)any breach of these conditions;

(b)any use made or resale by the Customer of any of the product, or of any product incorporating any of the Goods; and

(c)any representation, statement or tortious act or omission including negligence arising under or in connection with the Agreement.

5.9 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Agreement.

5.10 Nothing in these conditions excludes or limits the liability of P1 Technology:

(a)for death or personal injury caused by P1 Technology’s negligence; or

(b)for any matter which it would be illegal for P1 Technology to exclude or attempt to exclude its liability; or

(c)for fraud or fraudulent misrepresentation.

5.11 Subject to Clause 5.9 and Clause 5.10:

(a)P1 Technology’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to the price stated in the Work Sheet; and

(b)P1 Technology shall not be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential or any claim for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Agreement.

6. Payment

6.1 In consideration of the provision of the Services the Customer shall pay the sum(s) as set out in the Work Sheet. These sums (including fixed price) are exclusive of expenses, Value Added Tax, materials and tool/workshop hire. An expense policy is available on request.

6.2 All payments to P1 Technology shall be made against P1 Technology’s invoices which shall be presented regularly during the period of the Service provisions. All payments shall be made by the Customer within 30 days of the invoice date (the “Due Date”)

6.3 Customer shall not be entitled to make deductions or deferments to invoice payment in respect of any disputes or claims whatsoever with or against P1 Technology unless the Customer has a valid Court order requiring an amount equal to such deductions to be paid by P1 Technology to the Customer.

6.4 In the event of non payment by a Due Date P1 Technology shall be entitled to suspend the provision of Services until payment in full has been made and charge interest upon all outstanding sums from the Due Date until judgement or earlier payment in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

6.5 Without prejudice to any other rights and remedies which P1 Technology may have under this Agreement, P1 Technology shall, in respect of all debts of the Customer to P1 Technology, have a general lien on all goods and property belonging to the Customer in P1 Technology’s possession (whether worked on or not) and shall be entitled, upon the expiration of fourteen days notice to the Customer in respect of monies due, to dispose of such goods or property as it thinks fit and to apply any proceeds of sale thereof towards the payment of such debts.

6.6 The price shall be subject to review and increases in the rates shall be notified to the Customer and applied to the Services outstanding. The price for Services may also be increased in circumstances where the price of raw materials or other supply costs (such as a labour or sub-contractor cost) are increased beyond the reasonable control of P1 Technology.

6.7 Where a Customer requests or P1 Technology suggests a change to Services after the Work Sheet has been signed P1 Technology shall only be obliged to act on such change when any additional charges, associated costs and expenses have been agreed in writing.

7.Obligations of the Customer

7.1 Throughout the period of this Agreement the Customer shall afford to P1 Technology such access to the Site and the Customer’s information records and other material relevant to the Service as P1 Technology may reasonably require. Further the Customer shall:

7.1.1 where working space and facilities (including tools and machinery) are provided by the Customer working space and facilities shall be comparable to but not better than those given by the Customer to its own personnel of similar status and comply with Health & Safety regulations

7.1.2 make available appropriate personnel to liaise with P1 Technology

7.1.3 secure and otherwise keep safe all and any property of P1 Technology if it is kept at the Site or used elsewhere by the Customer or its agents.

7.2 Risk in the Service deliverables shall pass to the Customer upon Acceptance. The Customer shall indemnify P1 Technology as a consequence of any damages to property so caused.

8.Acceptance

8.1 P1 Technology shall notify the Customer when any deliverable (i.e. specification) has been completed and the Customer shall promptly Accept the deliverable by signing an Acceptance Certificate. In default of such signature, the Customer shall be deemed to have accepted the deliverable if no defaults are made known to P1 Technology in writing within 7 days of the notification or the Customer instructs P1 Technology to use the deliverable in some way or the Customer makes use of the deliverable in some way.

8.2 Where the Services include a product produced to a specification (e.g. a Prototype) P1 Technology shall notify the Customer when such product is ready for testing.

8.3 The Customer shall test that the product complies with the specification. The Customer shall either accept the product by signing an Acceptance Certificate following inspection and testing or submit a test report to P1 Technology setting out any defaults.

8.4 In default of a test report setting out defaults being submitted to P1 Technology by the Customer, the Customer shall be deemed to have Accepted the product within 7 days of the testing notification or within 48 hours of inspection and testing of the product by the Customer or if the Customer otherwise makes use of the product.

8.5 P1 Technology shall use reasonable endeavours to remedy any defaults promptly and the Customer shall repeat the tests within 7 days of notification by P1 Technology. The provisions of Clause 8.4 shall apply.

8.6 If the product fails to confirm to specification following repeat testing the Customer may choose to Accept the product subject to an agreed snagging list for fixing [and a reduction in price] or treat the Work Sheet as repudiated and in remedy of the same, the P1 Technology shall repay all sums paid by the Customer pursuant to the Work Sheet.

9. Termination

9.1 A Work Sheet will terminate upon completion of the Service and payment in full. Further, either party may terminate a particular Work Sheet by giving to the other not less than 14 day’s notice in writing.

9.2 Upon termination of a Work Sheet (howsoever caused) P1 Technology shall be entitled to payment for all time incurred until expiry of the notice to terminate and expenses. The Customer shall also pay for any other costs, materials purchased, workshop hire and tool hire contracted in contemplation of the Services subject to mitigation.

9.3 In addition to the rights of termination pursuant to Clause 9.1 either party may terminate this Agreement forthwith by notice in writing to the other if the other:

9.3.1 commits a breach of this Agreement which in the case of a breach capable of remedy shall not have been remedied within 30 days of the receipt by the other of a notice from the innocent party identifying the breach and requiring its remedy

9.3.2 is unable to pay its debts or enters into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation in such manner that the company resulting from such reconstruction or amalgamation if a different legal entity shall agree to be bound by and assume the obligations of the relevant party under this Agreement) or compounds with or convenes a meeting of its creditors or has a receiver or manager or an administrator appointed or ceases for any reason to carry on business or takes or suffers any similar action with in the opinion of the party giving notice means that the other may be unable to pay its debts.

9.4 Termination of this Agreement for whatever reason shall not affect the accrued rights of the parties arising in any way out of this Agreement as at the date of termination and in particular but without limitation the right to recover damages against the other and all provisions which are expressed to survive this Agreement shall remain in full force and effect.

10.Disputes

10.1 The parties shall attempt to resolve any dispute arising out of or relating to these terms through negotiations between senior executives of the parties who have authority to settle the same.

10.2 If the matter is not resolved through negotiation, the parties will attempt to resolve the dispute in good faith through an Alternative Dispute Resolution (ADR) procedure.

10.3 If the matter has not been resolved by an ADR procedure within 30 days of the initiation of that procedure, or if either party will not participate in an ADR procedure, the dispute shall be decided by the High Court of England and Wales and the parties submit to its exclusive jurisdiction for that purpose.

10.4 These terms shall be governed by the laws of England and Wales.

11.Force Majeure

Neither party shall be in breach of this Agreement if there is any total or partial failure of performance by it of its duties and obligations under this Agreement occasioned by any act of God, fire, act of government or state, war, civil commotion, insurrection, embargo, prevention from or hindrance in obtaining any raw materials, energy or other supplies, labour disputes of whatever nature and any other reason beyond the control of either party. If either party is unable to perform its duties and obligations under this Agreement as a direct result of the effect of one of those reasons that party shall give written notice to the other of the inability stating the reason in question. The operation of this Agreement shall be suspended during the period (and only during the period) in which the reason continues. Forthwith upon the reason ceasing to exist the party relying upon it shall give written advice to the other of this fact. If the reason continues for a period of more than 90 days and substantially affects the commercial basis of this Agreement the party not claiming relief under this Clause shall have the right to terminate this Agreement upon giving 14 days written notice of such termination to the other party.

12. Illegality

If any provision or term of this Agreement or any part thereof shall become or be declared illegal invalid or unenforceable for any reason whatsoever including but without limitation by reason of the provisions of any legislation or other provisions having the force of law or by reason of any decision of any Court or other body or authority having jurisdiction over the parties or this Agreement including the EEC Commission and the European Court of Justice such terms or provisions shall be divisible from this Agreement and shall be deemed to be deleted from this Agreement in the jurisdiction in question provided always that if any such deletion substantially affects or alters the commercial basis of this Agreement the parties shall negotiate in good faith to amend and modify the provisions and terms of this Agreement as may be necessary or desirable in the circumstances.

13.Entire Agreement/Amendment/Waiver/Third Party Rights

13.1 This Agreement embodies and sets forth the entire agreement and understanding of the parties and supersedes all prior oral or written agreements understandings or arrangements relating to the subject matter of this Agreement. Neither party shall be entitled to rely on any agreement, understanding or arrangement which is not expressly set forth in this Agreement.

13.2 This Agreement shall not be amended, modified, varied or supplemented except in writing signed by duly authorised representatives of the parties.

13.3 No failure to delay on the part of either party hereto to exercise any right or remedy under this Agreement shall be construed or operated as a waiver thereof nor shall any single or partial exercise of any right or remedy as the case may be. The rights and remedies provided in this Agreement are cumulative and are not exclusive of any rights or remedies provided by law.

13.4 The parties to this Agreement do not intend that any term shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

14. Notice

14.1 Any notice or other document to be given under this Agreement shall be in writing and shall be deemed to have been duly given if left at or sent by:

(a)first class post or express or air mail or other fast postal services; or

(b)Registered Post;

to a party at the address or relevant telecommunications number for such party or such other address as the party may from time to time designate by written notice to the other(s).

14.2 All such notices and documents shall be in the English language. Any notice or other document shall be deemed to have been received by the addressee 2 working days following the date of dispatch of the notice or other document by post.

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