Terms and Conditions
1. In these terms and conditions Pole Position means the private limited company known as Pole Position Internet Services Limited having its registered place of business at 4 George Street, Oban, Argyll, Scotland PA34 5RX.
Pole Position will undertake the Services identified on the quotation issued by Pole Position ("Quotation") to the customer identified on the Quotation ("Customer"), on acceptance of the Quotation by the Customer. The provision of the Services shall be subject to these terms and conditions to the exclusion of all other terms and conditions, including any issued by the Customer.
2. The Customer will pay to Pole Position the charges that shall be specified in or calculated in accordance with each Quotation together with VAT at the appropriate rate.
3. Pole Position will invoice the Customer a deposit on acceptance of the Quotation, with the balance to be paid after the services provided by Pole Position have been approved. The Customer will pay all sums prior to the approved product being put on line or within fourteen days of the date of the invoice. Pole Position may, without prejudice to any other rights and remedies, in its sole discretion suspend the provision of Services until such time as all overdue amounts are paid in full.
4. Pole Position or the Customer may terminate the agreement constituted by these terms and conditions ("The Agreement") forthwith by notice in writing to the other in the event that:-
- The other party commits a breach of these terms and conditions and fails to remedy the same within twenty eight days of receiving written notice from Pole Position or the Customer (as appropriate) specifying the breach and requiring it to be remedied: or
- The other party shall have a receiver or administrative receiver appointed or shall pass a resolution for winding-up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction shall make an order to the effect or if the other party shall become subject to an administration order or shall enter into any voluntary arrangement with its creditors or shall cease or threaten to cease to carry on business.
Termination of this Agreement shall not prejudice the rights of either party which have arisen on or before the date of termination. On termination for any reason whatsoever, Pole Position may invoice the Customer in respect of all Services (and costs incurred) undertaken up to the date of termination and all invoices shall become due and payable by the Customer immediately.
5. Pole Position shall not be liable for faults or errors in the software developed as a result of provision of the Services where such faults or errors are consequences of inaccuracies in information supplied by the Customer or by third parties.
6. Any alteration to the terms and provisions of this agreement must be made in writing and signed by or on behalf of an authorised signatory of both parties.
7. Neither the Customer nor any subsidiary or associated company of the Customer shall offer employment either directly or indirectly to any member of Pole Position's staff engaged in the provision of the Services or offer to engage any such member of Pole Position's staff either directly or indirectly on a consultancy, agency or other similar basis or attempt to utilise the services of such member of Pole Position's staff outwith this contract either directly or indirectly in any manner whatsoever during the course of this contract or within twelve months of the termination of the contract.
- The liability of Pole Position arising from any act, omission, default or negligence of Pole Positions shall be limited only to direct losses suffered by the Customer and in no circumstances whatsoever shall Pole Position be liable for any indirect or consequential losses howsoever occurring.
- Except in the case of liquidation, the total liability of Pole Position shall be limited to the amount (if any) paid by the Customer to Pole Position in accordance with the relevant Quotation.
9. Pole Position will use reasonable endeavours to ensure that the Services comply with the requirements of the Customer as notified to Pole Position by the Customer in writing in all material respects and that when used correctly any computer software produced solely and exclusively by Pole Position in the course of providing the Services will be millennium compliant as far as existing Customer systems will allow.
10. Pole Position will use reasonable endeavours to adhere to the estimated timescale for completion of the Services and the estimated costs of materials required to complete the Services as set out in the Quotation. Pole Position shall not be bound by such estimates after 30 days. In addition, Pole Position accepts no liability for loss or damage of any kind arising from any failure to adhere to such estimates.
11. Any intellectual property rights created by Pole Position for the customer, will be owned by the customer, once all outstanding payments have been made, unless otherwise agreed by Pole Position and the customer. Any intellectual property created by third parties in order to fulfill the Customer's brief will be subject to that third party's licence.
12. THE EXPRESS TERMS SET OUT ABOVE ARE IN LIEU OF ALL WARRANTIES, CONDITIONS, UNDERTAKINGS AND OBLIGATIONS IMPLIED BY STATUTE, COMMON LAW, TRADE USAGE, COURSE OF DEALING OR OTHERWISE, ALL OF WHICH ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.
13. These terms and conditions will be subject to the Laws of Scotland and the parties prorogate the exclusive jurisdiction of the Scottish courts, without prejudice to the right of Pole Position to recover any sums due from the Customer before the courts of any competent jurisdiction.