Sueted Limited
FOR THE SUPPLY OF SERVICES
PARTIES TO THE AGREEMENT
Sueted Limited, incorporated and registered in Wales and England with registered number 11712097, whose registered office is at 71-75 Shelton Street, London, Greater London, United Kingdom, WC2H 9JQ (the "Supplier");
[•] (the "Customer") whose registered office is at 71-75 Shelton Street, London, Greater London, WC2H 9JQ, UNITED KINGDOM.
AGREED TERMS
Definitions. In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Charges: the charges payable by the Customer for the supply of the Services purchased via our Website or via email correspondence in accordance with clause 6 ("Charges and Payment") below.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with the Conditions.
Contract: the agreement and contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions and any other terms referred to herein.
Customer: the brand or retailer who purchases Services from the Supplier.
Deliverables: the deliverables set out in the Order produced by the Supplier for the Customer.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order: the Customer's order for Services as requested on a Website booking form; and confirmed via a personalised email or in Schedule 1 of this Contract.
Services: the services detailed in the Order, such as last mile delivery, pop-up shop management and marketing campaign services supplied by the Supplier to the Customer in accordance with the Order.
Website: the website at http://www.sueted.com/
Construction. In these Conditions, the following rules apply:
a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
a reference to a party includes its personal representatives, successors and permitted assigns;
a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted includes any subordinate legislation made under that statute or statutory provision as amended or re-enacted;
any obligation on a party not to do something includes an obligation not to allow that thing to be done;
any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
a reference to writing or written includes faxes and emails.
Basis of contract
The Website will guide the Customer through the available services Following the request of the Customer, the Supplier will confirm details of any Order. The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
The Order shall only be deemed to be accepted when the Supplier issues an email confirmation of the Order (following verification by the Supplier of the Customer's email address, such confirmation to generally occur within 24 hours), at which point and on which date the Contract shall come into existence.
The Contract constitutes the entire agreement between the parties in relation to its subject matter. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier's promotional materials are issued or 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.
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.
Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 7 (seven) days from its date of issue.
Supply of Services
The Supplier shall supply the Services to the Customer in accordance with the Order in all material respects.
The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Order, but any such dates shall be estimates only and time shall not be of the essence.
The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirements, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
The Customer may cancel a specific Service at least one week prior to the commencement date of the Service as specified in Schedule 1. The Customer will not be held liable to pay the balance of the payment. If the Customer cancels the Service during the week prior to the commencement of the Service, the Customer shall pay the full amount due under this Contract.
Any deposits paid by the Customer for the Services are non-refundable.
The Supplier reserves the right to cancel the Services if the Suppliers deems it impossible or unsuitable to deliver the Services. The Supplier shall refund the deposit in full.
Customer's obligations
The Customer shall:
ensure that the terms of the Order and any information it provides in the Order are complete and accurate;
cooperate with the Supplier in all matters relating to the Services;
provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is accurate and kept up-to-date in all material respects;
prepare the Suppliers premises for the supply of the Services, as the Supplier may reasonably require in order to supply the Services;
obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start; and
as appropriate, keep and maintain all materials, equipment, documents and other property of the Supplier ("Supplier Materials") at the Customer's premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation.
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"):
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;
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; and
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.
The Charges for the Services shall be as set out in the bespoke quotation sent to the customer after an Order is placed.
The Charges shall be payable in full in cleared funds on the last business day of the week when the Service is performed. Payment shall be made via credit card, debit card or bank transfer to the bank account nominated by the Supplier. Time of payment is of the essence.
Unless otherwise stated, the price of the Services will be inclusive of amounts in respect of value added tax ("VAT").
If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Supplier reserves the right to suspend the Services and terminate the Contract and the Customer shall pay interest on the overdue amount at the rate of 4% (four per cent) per annum above Barclays Bank's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment.
The Supplier reserves the right to amend the Charges at any time and to add, alter, or remove special offers from time to time. Changes in price will not affect any Order that a Customer has already purchased but will apply to any future Orders.
All Intellectual Property Rights in or arising out of or in connection with the Website and the Services shall be owned by the Supplier or its licensors. The Supplier shall assert all moral rights arising out of Chapter IV of the Copyright, Designs and Patents Act 1988. Throughout the term of the Contract, the Supplier shall be automatically deemed to a limited, royalty-free, non-exclusive, non-sublicensable, non-transferable licence of any and all such rights to the Customer solely to the extent necessary to use the Services.
The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer's use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.
All Supplier Materials are the exclusive property of the Supplier, or its licensors (as the case may be).
Each party ('receiving party') shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party ('disclosing party'), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party, its business, its products and services which the receiving party may obtain or which is disclosed to that party by the disclosing party pursuant to or in connection with the Contract (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such). The Supplier shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging its obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause shall survive termination of the Contract. The restrictions in this clause shall not apply to any information which is or becomes publicly available otherwise than through a breach of these Conditions, is already or rightly comes into the receiving party's possession without an accompanying obligation of confidence, or which is independently developed by the receiving company.
Limitation of liability and indemnity
Nothing in these Conditions shall limit or exclude the Supplier's (or its employees', agents' or subcontractors') liability for:
death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
any other liability to the extent such liability may not be excluded or limited as a matter of law.
Subject to the aforesaid:
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 (whether direct or indirect) of actual or anticipated income, savings or profits, contracts, business, business opportunities, revenue, turnover, savings, goodwill, reputation loss or corruption of data or information, or wasted expenditure, or for any indirect or consequential loss arising under or in connection with the Contract; and
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 Charges paid by the Customer to the Supplier in the 6-month period prior to the claim.
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.
The Customer shall indemnify the Supplier against any costs, liability, damages, loss, expenses, claims or proceedings arising from loss or damage (including that belonging to any third parties appointed by the Supplier) caused by any breach of these Conditions or any other liabilities arising out of the use of the Website or the Services by the Customer or its agents or employees.
This clause shall survive termination of the Contract.
Without limiting its other rights or remedies, the Supplier may terminate the Contract by giving the Customer one month's notice in writing and, unless termination is the fault of the Customer, the Supplier shall refund to the Customer any Charges paid for Services not yet received. The Supplier may suspend provision of the Services under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay the deposit amount due under this Contract on the due date for payment or the Supplier believes that the Customer may be unable to pay its debts as and when they fall due, or if the Customer stops carrying on business or threatens to do so.
Termination of the Contract, however arising, shall not affect any of the parties' rights, remedies, obligations and liabilities that have accrued as at termination.
Consequences of termination
On termination of the Contract for any reason:
the Customer shall immediately pay to the Supplier any outstanding Charges and interest due;
the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, 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;
the Customer will not, either during the Contract or for a period of twelve (12) months after the Contract ends, in any capacity, offer to employ or engage, or seek to solicit or entice away, employ or engage, solicit or entice away, or otherwise facilitate the employment or engagement of any employee or contractor of the Supplier; and
clauses which expressly or by implication survive termination shall continue in full force and effect.
If the Force Majeure Event prevents the Supplier from providing any of the Services for more than 7 (seven) days, 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.
Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or email.
A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 12.2 ("Notices"); if sent by pre-paid first class post or other next working day delivery service, at 12.00 pm on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission.
If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
Waiver. A waiver of any right under the Contract or law 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 provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by both parties
Governing law. 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 the law of England and Wales.
Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
This Agreement has been entered into on the date stated above. Both parties agree to the terms of this Contract by signing below.
Signed by Dolapo Adeyemi
For and on behalf of Sueted Ltd
Signed by [INSERT NAME OF DIRECTOR]
For and on behalf of [CUSTOMER]