Terms and Conditions of Supply of Goods and Services

1. Costs

1.1 Unless otherwise stated in writing, all costings in this document are estimates and will be confirmed once all or part of the proposal is accepted and as and when possible; costs therefore do not constitute a warranty of the final price.

1.2 Unless otherwise stated in writing, all payments must be in UK Pounds Sterling.

1.3 When paying by cheque, if your cheque is returned by the bank as unpaid for any reason, you will be liable for a “returned cheque” charge of £35.

1.4 Any suspected or confirmed changes to any costs will be discussed with and require approval from the Client before the affected work is undertaken.

1.5 All costs shown for goods and services are exclusive of Value Added Tax which shall be charged at the rate prevailing at the relevant tax point.

1.6 Conclusys Ltd reserve the right to withdraw any costs from 30 calendar days of the date of this document.

1.7 Unless stated otherwise in writing, Conclusys Ltd’s terms of payment are 40% prior to any work being carried out, 30% on delivery and 30% a further 15 days later.

1.8 Without prejudice to our other rights and remedies under this Agreement, if any sum payable is not paid on or before the due date, we shall be entitled forthwith to suspend the provision of Services to you.

1.9 Conclusys Ltd reserve the right to add interest to invoices not paid by the due date, with 5% being incurred as soon as payment is overdue, and 5% for each additional 30 day period that lapses until the full amount is received.

2. Termination

2.1 If you fail to pay any sums due to us as they fall due, we may suspend the Services and/or terminate this Agreement forthwith without notice to you.

2.2 If you break any of these terms and conditions we may suspend the Services and/or terminate this Agreement forthwith without notice to you.

2.3 If you are a company and you go into insolvent liquidation or suffer the appointment of an administrator or administrative receiver or enter into a voluntary arrangement with your creditors, we shall be entitled to suspend the Services and/or terminate this Agreement forthwith without notice to you.

2.4 No refunds will be made for Services suspended in accordance with 2.1, 2.2 and 2.3.

2.5 We reserve the right to suspend the Services and/or terminate this Agreement at any time.

2.6 You may cancel the Services at any time except where an exception is made clear within the original contract.

3. Indemnity

3.1  You shall indemnify us and keep us indemnified and hold us harmless from and against any breach by you of these terms of business and any claim brought against us by a third party resulting from the provision of Services by us to you and your use of the Services and the Server including, without limitation, all claims, actions, proceedings, losses, liabilities, damages, costs, expenses (including reasonable legal costs and expenses), howsoever suffered or incurred by us in consequences of your breach or non-observance of this Agreement.

4. Limitation of Liability

4.1 All conditions, terms, representations and warranties relating to the Services supplied under this Agreement, whether imposed by statute or operation of law or otherwise, that are not expressly stated in these terms and conditions including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded, subject always to sub-clause 5.2.

4.2 Nothing in these terms and conditions shall exclude our liability for death or personal injury resulting from our negligence.

4.3 Our total aggregate liability to you for any claim in contract, tort, negligence or otherwise arising out of or in connection with the provision of the Services shall be limited to the charges paid by you in respect of the Services which are the subject of any such claim.

4.4 In any event no claim shall be brought unless you have notified us of the claim within one year of it arising.

4.5 In no event shall we be liable to you for any loss of business, contracts, profits or anticipated savings or for any other indirect or consequential or economic loss whatsoever.

5. Planned Works

5.1 All work is carried out by Conclusys Ltd on the understanding that the client has agreed to Conclusys Ltd’s terms and conditions.

5.2 Copyright is retained by Conclusys Ltd on all work including words, ideas and illustrations unless/until specifically released in writing and after all costs have been settled.

6. Changes to Proposal, Scope, Quote, Specification, correspondence or other document outlining work

6.1 Any deviation or alteration from such documents involving extra cost will be executed upon written order and will become an extra charge.

7. Project Acceptance

7.1 A copy of any written estimate, quotation or other document containing costs and/or definitions of work is to be signed and dated by the client to indicate acceptance and should be returned to Conclusys Ltd. Alternatively, the client may send an official order in reply to the estimate or quotation which binds the client to accept Conclusys Ltd.  Conclusys Ltd reserves to the right to not commence any work on a project until either document has been received and accepted by Conclusys Ltd.

8. Account Default

8.1 An account shall be considered default if it remains unpaid after the date due or following a returned cheque. This does not relieve the client of its obligation to pay the due amount. Clients whose accounts become default agree to pay Conclusys Ltd reasonable legal expenses and third-party collection agency fees in the enforcement of these Terms and Conditions.

9. Third Party Suppliers

9.1 Conclusys Ltd will endeavour to ensure that any third-party suppliers of service and products deliver as per agreed, and manage them to the best of our ability, but we cannot accept responsibility for unforeseen delays.

9.2 Unless explicitly stated in writing, Conclusys Ltd will deal with all third-party suppliers on behalf of the Client. Exceptions may arise when it is far more economical for a supplier to communicate directly with the Client (e.g. for product training).

9.3 The client also agrees that Conclusys Ltd holds no responsibility for any amendments made by any third party, before or after a strategic plan is implemented.

10. Project Duration

10.1 Any indication given by Conclusys Ltd of a project’s duration is to be considered by the client to be an estimation.

10.2 Conclusys Ltd cannot be held responsible for any project over-runs, whatever the cause. Estimated project duration should be deemed to be from the date that cleared funds are received by Conclusys Ltd for the initial payment or by date confirmed in writing by Conclusys Ltd.

11. Expenses

11.1 Travel is charged against travel time to and from the Client’s offices. Petrol costs are calculated with Google Maps at 45p p/mile, air travel is charged on directly (inc. airport parking and hire car if required).

11.2 Parking costs are charged on directly.

11.3 Accommodation and sustenance costs are charged back to the Client to a maximum total of £80 per day.  We welcome assistance with booking local accommodation to save you costs.

12. Data Import

12.1 Where we have included a cost for Data Import activities we will normally include an estimate and an hourly rate for any additional time. We will always contact you for authorisation to continue if we believe we may go over the estimated time.

13. Access Rights for Improvements to Websites and Other Systems

13.1 The client agrees to allow Conclusys Ltd all necessary access to computer systems and other locations, as required in order to complete any website analysis/audit, SEO/Marketing projects and until all due funds are cleared, including the necessary read/write permissions, usernames and passwords. The client also agrees to allow Conclusys Ltd access to any computer systems, usernames and passwords required to remove data and/or sites for failure to comply with these Terms and Conditions.

13.2 The client agrees to supply Conclusys Ltd with all necessary materials, electronic, or otherwise, required to create and complete the project, and to supply them in a timely manner.

14. Hosting

14.1 We are able to host websites and subdomains. Where this has not been quoted but is potentially applicable, please contact us for more information.

15. Grace Period

15.1 Conclusys Ltd include a 30 day Grace Period for website and desktop development deliverables, during which we will make any fixes that you highlight and any changes where you and us agree that the deliverables don’t match what was proposed. After this time, we can offer either PAYG support or arrange a monthly retainer.

16. Revisions

16.1 Conclusys Ltd reserves the right to revise, amend, or modify these Terms and Conditions, and any of our other policies and agreements at any time and in any manner. Notice of any revision, amendment, or modification will be posted in accordance with our Terms and Conditions.

17. Rights of refusal

17.1 Conclusys Ltd will not include in its project work, any text, images or other data which it deems to be immoral, offensive, obscene or illegal. All advertising material must conform to all standards laid down by all relevant advertising standards authorities. Conclusys Ltd also reserves the right to refuse to include submitted material without giving reason.  Any images and/or data that Conclusys Ltd does include in all good faith, and then finds out that it contravenes these Terms and Conditions, the client is obliged to allow Conclusys Ltd to remove the contravention without hindrance, or penalty.  Conclusys Ltd is to be held in no way responsible for any such data being included.

18. Cancellation of Projects

18.1 Cancellation of projects may be made initially by telephone contact or email, however, following this, Conclusys Ltd will need formal notification in writing to the company’s postal address. The client will then be invoiced for all work completed over and above the non-refundable deposit that will have been made at the time of first ordering. The balance of monies due must be paid within 14 days.  Please note: any cancellation which is not formally confirmed in writing and received by Conclusys Ltd within 14 days of such instruction being issued, will be liable for the full quoted cost of the project.

19. Cancellation and rescheduling of Mentoring and Consultancy appointments

19.1 Cancellations within 24 hours of any chargeable appointments will be subject the full fees quoted and payment will be due as per our standard terms.

19.2 Cancellations within 8 working days of any chargeable appointments will be subject to 50% of the fees quoted and payment will be due as per our standard terms.

19.3 Exceptions to the aforementioned stipulations under this paragraph may arise if the appointment can be rescheduled at the convenience of Conclusys Ltd, and at the express agreement of Conclusys Ltd.

19.4 Conclusys Ltd reserve the right to charge in lieu of any Commitment Discounts (i.e. where a fee discount has been applied for committed time) where this has been affected by cancelled appointments.

20. Disclaimer

20.1 Conclusys Ltd makes no warranties of any kind, express or implied, for any and all products and/or services that it supplies. Conclusys Ltd will not be held responsible for any and all damages resulting from products and/or services it supplies. Conclusys Ltd is not responsible for any loss, or consequential loss of data, or non-delivery of products or services, of whatever cause.  While we take reasonable steps to investigate the materials we recommend, we accept no responsibility for the performance or quality of materials or any consequential loss arising from their failure.  The client agrees not to hold Conclusys Ltd responsible for any such loss or damage.  Any claim against Conclusys Ltd shall be limited to the relevant fee(s) paid by the client.

20.2 Conclusys Ltd reserves the right to use the services of sub-contractors, agents and suppliers and any work, content, services and usage is bound by their Terms and Conditions. Conclusys Ltd will not knowingly perform any actions to contravene these and the client also agrees to be so bound.

21. General

21.1 These Terms and Conditions supersede any previous Terms and Conditions distributed in any form. Conclusys Ltd reserves the right to change any rates and any of the Terms and Conditions at any time and without prior notice.

22. Applicable Law

22.1 This Agreement shall be governed by and construed in accordance with English law and you hereby submit to the non-exclusive jurisdiction of the English courts.

23. Headings

23.1 Headings are included in this Agreement for convenience only and shall not affect the construction or interpretation of this Agreement.

24. Acceptance Of Proposal, Quotation And Terms And Conditions

24.1 The placement of an order for the services offered and/or any other services offered by Conclusys Ltd and validated by the client’s signature on the proposal or quote, constitutes acceptance of the proposal or quote and agreement to comply fully with all the Terms and Conditions and forms a Contract for Business between the signatory and Conclusys Ltd.


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