Terms & Conditions

Please read the following General Terms and conditions very carefully. Your use of the Website is subject to the below General terms and Conditions together with any more specific terms we may draw your attention to before you purchase any products from the Website.

1. Interpretation

 

1.1 The following definitions apply:

 

Application Form:

the application form provided is to confirm the Services that the Customer wishes to purchase.

 

Charges:

the charges payable by the Customer for the supply of the Services in accordance with clause 5

 

Commencement Date:

has the meaning set out in clause 2.2.

 

Contract:

the contract between the Supplier and the Customer for the supply of Services in accordance with the terms and conditions.

 

Customer:

the person or firm who purchases Services from the Supplier.

 

Intellectual Property Rights:

all materials on the Website, including their design, layout, text, graphics, photographs and the source code and software belong to their respective owners. Trade marks (whether registered or not) company names and the like are the property of their respective owners.

 

Order:

the Customer’s order for Services as set out in the signed Application Form.

 

Services:

the services supplied by the Supplier to the Customer as set out in the application form.

 

Supplier:

BMS Fiduciary Services Ltd registered in England and Wales with company number 07306564.

 

 

1.2 Construction. In these Conditions, the following rules apply:

 

(a) a person includes a natural person, corporate or unincorporated body;

(b) a reference to a party includes its personal representatives, successors or permitted assigns;

(c) any phrase introduced by the terms shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

(d) a reference to writing or written includes faxes and e-mails.

 

 

2. Basis of Contract

 

2.1 The Order constitutes an offer by the Customer to purchase Services in accordance with these terms and Conditions.

 

2.2 The Order shall only be deemed to be accepted when the customer has signed the application form and returned in original or scan, and proceeds to make the payment set out in the invoice as per the application form, on which date the Contract shall come into existence (Commencement Date).

2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.

2.4 Any descriptions contained on the Supplier’s website is published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.6 Any quotation given by the Supplier shall not constitute an offer.

 

 

3. Supply of Services

 

3.1 The Supplier shall supply the Services to the Customer in accordance with the application form in all material respects.

3.2 The Supplier shall use all reasonable endeavours to meet any performance dates specified, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.3 The Supplier shall have the right to make any changes to the Services, and the Supplier shall notify the Customer in any such event.

3.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

 

 

4. Customer’s obligations

 

4.1 The Customer shall:

(a) ensure that the terms of the Order and any information it provides in the Application Form are complete and accurate;

(b) co-operate with the Supplier in all matters relating to the Services;

(c) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services including but not limited to any and all valid identification documents requested by the Supplier or any third party requested in relation to the Services, and ensure that such information is accurate in all respects;

(d) obtain and maintain all necessary licenses, permissions and consents which may be required before the date on which the Services are to start;

(e) provide the Supplier with such information and materials as the Supplier directs are required for compliance with the regulations and legislation of any relevant country in which Services are to be provided.

4.2 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

(a) the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;

(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 4.2; and

(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

 

 

5. Charges and payment

 

5.1 In consideration of the provision of the Services by the Supplier, the Customer shall pay the charges set out by the supplier. The Supplier shall confirm the charges payable, including any disbursements to be incurred, in accordance with the information supplied by the Customer in the Application Form and shall set this out by email and/or by invoice.

5.2 The parties agree that the Supplier may review and increase the charges as necessary.

 

5.3 The Customer shall pay each invoice submitted by the Supplier:

(a) immediately; and

(b) in full and in cleared funds.

 

5.4 Without limiting any other right of the Supplier, if the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment (Due Date), the Supplier shall have the right to charge interest on the overdue amount at the rate of 3 per cent per annum above the then current Bank of England’s base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, and compounding quarterly.

5.5 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding, and the Customer shall not be entitled to assert any credit, set-off or counter-claim against the Supplier in order to justify withholding payment of any such amount.

 

 

6. Rights of Cancellation

 

6.1 Before the Supplier begins to provide the Services, the Customer can cancel an order assuming that none of the services have been started or provided by the Supplier or any 3rd parties. If no work has been carried out and no costs have been incurred by the Supplier, then a refund in full or in part can be agreed upon by the Supplier and Customer.

 

6.2 Once the Supplier has begun to provide the Services to the Customer it may cancel the contract for the Services at any time by providing the Supplier with at least 30 calendar days’ notice in writing.

 

6.3 If the Supplier has to cancel an Order for Services before the Services start the supplier will contact the Customer. Any refund due under this clause 6 shall be subject to the Supplier recovering any and all costs incurred in the processing of the Order, provision, supply and cancellation of the Services from any Customer funds the Supplier has received from the Customer as well as the payment of any and all fees and costs incurred with 3rd parties during the provision of the Services.

 

 

7. Intellectual Property Rights

 

7.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier.

 

 

8. Limitation of liability

 

8.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:

(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

(b) fraud or fraudulent misrepresentation; or

(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

 

8.2 Subject to clause 8.1:

 

(a) the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

(b) the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount of the price paid for the Services.

8.3 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

8.4 This clause 9 shall survive termination of the Contract.

 

 

9. Termination

 

9.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing of the breach;

(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

 

(c) the other party (being an individual) is the subject of a bankruptcy petition or order.

 

 

10. Consequences of termination

 

10.1 On termination of the Contract for any reason:

(a) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;

(b) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

(c) clauses which expressly or by implication have effect after termination shall continue in full force and effect.

 

 

11. General

 

11.1 Force majeure:

(a) For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

(b) The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

(c) If the Force Majeure Event prevents the Supplier from providing any of the Services for more than 8 weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

11.2 Assignment and subcontracting:

(a) The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

(b) The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

11.3 Waiver: A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise.

 

11.4 All material on the Website is provided for information purposes only and does not constitute legal, tax, accounting or other professional advice, and it must therefore not be relied upon as such. You should arrange your own advice from a qualified party before acting in reliance on any of the information, or purchasing any of the products or services, available on or from the Web Site. You are strongly advised to seek independent advice before you proceed to purchasing services from the Supplier and entering the contract.

 

11.5 Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

 

Data Protection

 

A. We take our obligations of confidentiality and the protection of your personal data very seriously. We will not, therefore, sell or make you data available to any third party without your prior consent, except for the following limited purposes.

 

B. Your data may be passed to other companies, partnerships or organisations in the same or associated management or control as ourselves for marketing purposes or to provide you with new product information that we think may be of interest to you. You agree that we or our associates may communicate with you by telephone, email, fax, or by post to advise you of new products or services that we or our associates may offer. You understand that your data may be transmitted and stored overseas (including outside the European Union) as part of these processes.

 

C. You may amend any information provided to us as part of registration on the Website at any time.

 

 

Cookies

 

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