Application and entire agreement

1. These Terms and Conditions apply to the provision of the services detailed in our quotation (Services) by Derek Eames trading as Iros UK of 9 Chaloner Grove, Liverpool, L19 0PT (we or us) to the person buying the services (you).

2. You are deemed to have accepted these Terms and Conditions when you accept our quotation.  Acceptance is can also be implied as from the date of performance of any of the Services within the quotation. These Terms and Conditions, and our accepted quotation, are the agreement between us (together “the Contract”).  We may create additional provisions and/or disclaimers within any report which we provide to you.

3. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf.  These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

Interpretation

1. A "business day" means any day other than a Saturday, Sunday or bank holiday in England and Wales.

2. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.

3. Words imparting the singular number shall include the plural and vice-versa.

Warranty

1. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation. We can make any changes to the Services which are necessary to comply with any applicable statutory requirement, and we will notify you if this is necessary.

2. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.

3. Any warranty given in respect of advice provided shall be limited to a maximum of 12 months.

Intellectual Property Rights

  1. You acknowledge and accept that any services, reports or information provided will remain vested in Iros UK and that Iros        UK have provided You with licence to use such information in relation to Your business transactions including any other            party involved in such transactions. Such rights however do not extend to sharing information with any third party who is          not privy to such transactions.

  2. In the event of a breach of this provision You may be held liable for unliquidated damages and losses incurred.

Your obligations

1. You must obtain any permissions, consents, licences or otherwise that we need and must provide us with access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.

2. If you do not comply with the provisions herein, we can terminate the Contract without penalty.  Such termination will also terminate any liability or warranty of Iros UK given under the Contract with immediate effect. You will be liable for any reasonable costs and/or expense including for any work carried out prior to termination, and which will be chargeable at the standard hourly rate notwithstanding any previous quotation for services.

3. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).

Fees

1. The fees (Fees) for the Services are set out in the quotation.

2. In addition to the Fees, we can recover from you (a) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, (b) the cost of services provided by third parties and required by us for the performance of the Services, and (c) the cost of any materials required for the provision of the Services.

3. In respect of any additional services which are provided by us by agreement, but which were not specified in the quotation, you must pay us in accordance with the current applicable hourly rate in effect at the time of performance, or such other rate as may be agreed between us. The provisions of clause 14 also apply to these additional services.

4. The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.

Cancellation and amendment

1. We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 30 days from the date of the quotation, (unless the quotation has been withdrawn).

2. Either we or you can cancel a quotation for any reason prior to your acceptance (or rejection) of the quotation.

3. If you want to amend any details of services under the Contract, you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.

4. If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party's control), we have to make any change in the Services or how they are provided, we will notify you accordingly. We will use reasonable endeavours to keep any such changes to a minimum.

5. For the provision of any subscription services, You may terminate such services by giving notice and the termination shall occur at the end of the 3 month subscription period. No reimbursement of fees shall apply in the event of such termination.

Payment

1. We will invoice you for payment of the Fees either:

   1. when we have completed the Services; or

   2. on the invoice dates set out in the quotation.

2. You must pay the Fees due within 14 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us unless a pro forma invoice is issued.

3. Time for payment shall be of the essence of the Contract.

4. Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will reserve the right to charge interest at the rate of 8% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full and reserve the right to an administration fee of £25.00.

5. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.

6. If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with you.

7. Receipts for payment will be issued by us only at your request.

8. All payments must be made in British Pounds unless otherwise agreed in writing between us.

Sub-Contracting and assignment

1. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.

2. You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.

Termination

1. We can terminate the provision of the Services immediately if you:

   1. commit a material breach of your obligations under these Terms and Conditions; or

   2. fail to make pay any amount due under the Contract on the due date for payment; or

   3. are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or

   4. enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or

   5. convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.

Intellectual property

1. We reserve all copyright and any other intellectual property rights which may subsist in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.

Liability and indemnity

1. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this clause.

2. The total amount of our liability is limited to a maximum of £5,000.00 per Contract.

3. We are not liable (howsoever caused) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:

   1. any indirect, special or consequential loss, damage, costs, or expenses or;

   2. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or

   3. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or

   4. any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or

   5. any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.

4. You accept the Services on the basis that the information given as set out in the report schedule, is the agreed amount of information provided as quoted for, and that we have no liability in respect of any other content of any information not included within the Services.

5. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.

Data Protection

1. When supplying the Services to the Customer, the Service Provider may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Customer.

2. The parties agree that where such processing of personal data takes place, the Customer shall be the 'data controller' and the Service Provider shall be the 'data processor' as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.

3. For the avoidance of doubt, 'Personal Data', 'Processing', 'Data Controller', 'Data Processor' and 'Data Subject' shall have the same meaning as in the GDPR.

4. The Service Provider shall only Process Personal Data to the extent reasonably required to enable it to supply the Services as mentioned in these terms and conditions or as requested by and agreed with the Customer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party's purposes.

5. The Service Provider shall not disclose Personal Data to any third parties other than employees, directors, agents, sub-contractors or advisors on a strict 'need-to-know' basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extent required by applicable legislation and/or regulations.

6. The Service Provider shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Service Provider on behalf of the Customer.

Circumstances beyond a party's control

1. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action, loss of time due to illness or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.

Communications

1. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.

Severance

1. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).

Law and jurisdiction

1. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.