Detailed terms & conditions relating to supply of goods &/or services.

Contractual Terms and Conditions for the supply and purchase of goods and/or services between the supplier " Live Connections Limited" herein known as The Supplier and the party with whom The Supplier contracts herein known as The Customer. The terms and conditions are additional to the General Terms relating to supply of on-line goods as shown on the Live Connections Limited web-site.

1.       Supply Agreement. The Supplier shall provide the goods and/or services as agreed in writing or verbally or as set out in an applicable schedule attached to these terms and conditions (Statement Of Work and Prices) subject to the terms and conditions set out herein. Changes to a written agreement or in the schedule will be effective only if agreed to by The Supplier and The Customer in a written document setting forth the modification and any resultant changes to the delivery timetable, fees and payment terms.

2.       Co-operation & Control. The Customer will ensure that they and any appropriate members of it's staff fully co-operate with The Supplier's staff both by supplying such information as The Supplier may need as to The Customer's requirements and which are material to the safe and professional execution of the work and by being available throughout the progress of work/supply for the purposes of review and discussion.  Progress will normally be monitored via the mechanism of occasional review meetings conducted at The Supplier or The Customer’s premises. The Supplier and The Customer shall agree a procedure to review the services/goods provided under these terms and conditions. This will normally include meetings attended by representatives of both parties authorised to make decisions with respect to the provision of the services/goods.  The Supplier will work within agreed objectives.  Definition of required tasks under those objectives the precise nature of those tasks and the manner in which they are undertaken normally lies under the exclusive control of The Supplier.  If The Customer insists on a particular approach for completion of tasks they assume full liability and responsibility for the outcome.

3.       Business Relationship. At no time shall The Supplier or its authorised personnel or agents be held to be an employee of The Customer. The Supplier including its authorised personnel or agents is in business on its own account.  Under no circumstances will there be a mutuality of obligation on The Customer to provide additional work in future or on The Supplier to carry out additional work in future.

4.       Place of Work and Facilities. The Supplier will as far as practically possible be free to carry out the work from its own premises at times of its own choosing.  The Supplier will generally provide its own equipment for the fulfilment of the contract except where for reasons of security practicality or cost it is more sensible for The Customer to provide specific items on a limited basis.  Any accommodation equipment services and facilities provided by The Customer in fulfilment of this clause of the agreement shall in no way constitute an intention to create an employment relationship.

5.       Personnel. The Supplier will use all reasonable endeavours to provide appropriate authorised personnel to carry out the services or supply goods under these terms and conditions. The Supplier shall use reasonable endeavours to keep changes in staff to a minimum in order to preserve continuity but reserves the right to make any changes as it sees fit.  Should such personnel fail to perform the services or supply the goods because of illness or other cause beyond The Supplier's reasonable control The Supplier will attempt to replace such personnel within a reasonable time with a substitute or substitutes who is/are equally capable of carrying out the task. Appropriate personnel are those that The Supplier warrants are experienced and competent. The Supplier has the right at any time to hire or contract additional personnel to carry out or help to carry out the services or supply of goods under these terms and conditions. The Supplier may sub-contract performance of any of its obligations under these terms and conditions.

6.       Non Disclosure. Each party will take all reasonable precautions to ensure that any information about the other party's business affairs coming into its possession and which is not available to the public is held in confidence and restricted to such of its staff as will of necessity acquire it as a consequence of the performance of each party's duties hereunder. The Supplier will sign any reasonable non-disclosure agreement which is presented by The Customer.

7.       Copyright. No copyright title shall automatically pass to The Customer with respect to any developments or documentation covered by these terms and conditions.

8.       Force Majeure.  The Supplier shall not be liable for any delay or failure to perform its obligations if such failure or delay is due to causes beyond its reasonable control including any delay caused by an act or default of the other party. The Customer shall allow The Supplier a reasonable extension of time for completion of the Service(s) or supply of the goods where The Supplier due to any cause beyond its reasonable control is unable to complete the Service(s) or supply the goods by the agreed date.  Inability on the part of The Supplier to complete the service(s) or supply the goods where due to causes not within The Supplier's reasonable control shall not constitute a breach of contract however long the delay may continue.

9.       Risk. All goods or services purchased on behalf of The Customer by The Supplier are at The Customer's risk from time of order onwards.

10.   Payment Terms.  Unless otherwise stated on The Supplier’s invoices the terms of payment are 30 days from date of invoice for dispatch of goods or provision or completion of services.  In the case of default The Supplier reserves the right to suspend deliveries and take steps to recover the outstanding amount as well as compensation for losses incurred.  Where the contract relates to fixed term work on a daily rate basis the work will be normally be billed monthly in arrears and the daily rate and period of work will be as specified in a schedule (Statement Of Work and Prices).  Where the contract relates to successful completion of project services or supply of goods on a ‘payment by results’ basis any relevant work package specification delivery and payment milestones will be shown in a schedule (Statement Of Work and Prices). The price or rate specified normally includes all expenses and other costs. Unforeseen travel accommodation subsistence or other expenses required by The Customer to be incurred on The Customer’s behalf during the course of the contract may be subject to additional charges by mutual agreement. VAT at the applicable rate will also be chargeable.

11.   Factoring. The Supplier reserves the right to factor and present invoices through a third party of its choosing.  Any such factored invoices will quote any relevant Customer Purchase Order/Number to facilitate identification of The Supplier for payment approval purposes.

12.   Interest Charges. The Supplier reserves the right to charge interest at the rate of 2 per cent per month calculated on a daily basis with each month assumed to comprise of 30 days on monies due but remaining unpaid 30 days after The Supplier has rendered its invoice for them.

13.   Disputes. All disputes arising out of or relating to these terms and conditions shall if necessary ultimately be settled by arbitration in accordance with the Arbitration Act 1950 by one or more arbitrators appointed in writing by the parties in dispute. The award of the arbitrator(s) shall be final and binding on the parties to these terms and conditions.  All contracts made between The Supplier and The Customer shall be governed by and construed in accordance with English Law and The Customer hereby submits to the jurisdiction of the English Courts.

14.   Termination. Termination of any contract or agreement may be by mutual consent between The Supplier and The Customer.  Termination by The Customer prior to completion of the agreed work or delivery of goods will only be accepted by The Supplier via its written consent. The Supplier reserves the right to retain any deposit paid by The Customer recover all incurred costs from The Customer and to charge up to the full price of the contract as if it had run its agreed course. The Supplier reserves the right to recover all costs and expenses (including legal costs) on a full indemnity basis incurred or sustained by The Supplier in enforcing any of these terms and conditions. The Customer’s payment obligations under these terms and conditions shall survive termination of them.

15.   Conditions. Any orders placed for goods and/or services will be subject to The Supplier's terms and conditions and will apply to the exclusion of any other terms and conditions whatsoever.  In the absence of written agreement from The Supplier other terms or conditions appearing on any order form or other document issued by The Customer shall only take effect to such extent that such terms and conditions are not inconsistent with the provisions of these conditions.

16.   Restrictions of Labour.  The Supplier or its employees or agents will not be prevented by these terms and conditions from taking on other work at any time.

17.   Warranty.  The Supplier warrants only that it will provide services/goods that conform to generally accepted industry standards quality and practices. The warranty set out herein is exclusive and in lieu of all other conditions terms or warranties whether express or implied including the implied conditions of satisfactory quality and fitness for a particular purpose.

18.   Liability.  The Supplier is only liable as a result of errors breaches or omissions where such constitute acts of wilful or deliberate or criminal negligence or fraud. The Supplier’s liability under or in relation to these terms and conditions shall be limited to an amount equal to the aggregate fee payable under these terms and conditions in respect of all such events. Subject to this The Supplier accepts no liability for any indirect or consequential loss or damage howsoever arising and including loss of profits loss of sales loss of turnover loss of bargain loss of opportunity loss of use of computer equipment software or data or loss of time on the part of management or other staff. The Customer remains responsible for retaining full and secure master and back-up copies of all data and software. Under no circumstances will the Supplier be liable for irrecoverable loss or corruption of Customer data howsoever arising.

19.   Restitution.  Completion of supply and/or installation and/or restitution  (where applicable by agreement between the parties):

a. When the contract is for the installation of goods and/or the provision of services The Supplier shall notify The Customer as soon as in The Supplier's opinion the supply has been completed.  Thereafter The Supplier and The Customer shall follow and adhere to the procedure described in sub-clause (b) to (h) inclusive below.

b. A representative of The Supplier and The Customer shall undertake a Joint Inspection (the Joint Inspection) of the goods/services which have been completed and/or supplied for The Customer.  During the course of the Joint Inspection the representations of The Customer with regard to the condition of the goods/services and the quality of any installation shall be taken into account by The Supplier.  

c. In the event that immediately following the Joint Inspection The Customer agrees that the Contract has been completed satisfactorily The Customer will agree acceptance and/or sign The Supplier's certificate (the Acceptance Certificate) which will confirm that in the opinion of both The Supplier and The Customer The Supplier has satisfactorily performed the contract.

d. In the event that following the Joint Inspection The Customer considers that The Supplier has not either satisfactorily completed the installation of the goods or satisfactorily performed the services The Supplier and The Customer shall immediately prepare and agree a list (the Issues List) which describes any defects which require rectification.

e. The Supplier shall procure that the items appearing in the Issues List are rectified at no extra cost.

f.   The Customer shall allow The Supplier such a period of time as The Supplier shall reasonably require in order to undertake the rectification works described in the Issues List.

g. As soon as The Supplier has performed the rectification works specified in the Issues List The Supplier shall notify The Customer whereupon The Customer will agree acceptance and/or sign The Supplier's Completion or Acceptance Certificate.

h. After The Customer has signed the Completion or Acceptance Certificate and upon receipt of The Supplier's final invoice The Customer will pay any outstanding amount of the price in accordance with the terms of the agreement.