Definitions of terms herein:
The Terms : The subject Terms and Conditions of Trade
The Company : SHMS Inc
The Client : Any client for whom the Company provides services
The Services : Including but not restricted to surveys, reporting, adjusting and professional advice and opinions
The Instructions : Instructions given in writing by the Client and confirmed in writing by the Company for the provision of the services
1. Use of Services
All Services are provided for the sole use and benefit of the Client only. No liability of whatsoever nature will be incurred to any third party and nothing in these terms shall confer or purport to confer any right or benefit to any third party.
2. Due Diligence
The Company will undertake the Services with reasonable care, skill and diligence, but will incur no responsibility or liability whatsoever unless the Client is proven to have suffered loss or damage in direct consequence of gross negligence or wilful default on the part of Company.
3. Liability
3.1 Any liability of the Company will expire 6 months after completion of the Services in respect of which the liability is alleged to arise, and the Company will have no liability thereafter arising from the subject Services.
3.2 The Company will not be liable for any consequences or alleged consequences arising from any breach of its obligations in provision of the Services, including but not limited to any loss, damage, delay or expense of whatsoever nature, unless the Client gives written notice within 14 days of the date on which the Client ought reasonably have been aware of the existence of such alleged breach.
3.3 It is accepted and agreed by the Client that no servant, employee or agent of the Company shall be under any liability for any loss arising from directly or indirectly from any act, neglect or default on his part whilst acting in the course of or in connection with his employment by the Company, and any exemption, right and limitation of liability contained herein shall also be available to protect any such servant, employee or agent.
3.4 Under no circumstances shall the liability of the Company exceed a total of 5 (five) times the fee for the Services.
4. Fees
Fees and expenses for the Services will be charged according to the current schedule of the Company, which will be subject to change from time to time. Fees and expenses shall become payable upon the date of issue of each debit note and the Client shall pay each debit note, including VAT or other applicable tax, within 30 (thirty) days of the date of issue of the debit note.
5. Interest
Interest shall be payable on demand by the Company on all amounts owing and unpaid at a rate of 3{8e9bb1d3d1c1d3f5fdb6fd09b1e7b8fffc86d74b82595096d776f3385a6bb21d} (three per cent) above EURIBOR.
6. Default
6.1 The Company may terminate the Services if the Client fails to make payment as per the Terms and/or fails to respond within a reasonable period to any request for information or instructions required for the Company to carry out the Services.
6.2 Either the Company or the Client may terminate the Services being rendered under the Instructions by written notice in the event that either party has a petition presented for its winding up, administration or liquidation; or becomes bankrupt; or makes any arrangement or composition for the benefit of creditors; or has a receiver or manager or liquidator appointed in respect of any of its assets; or ceases to carry on business. Such termination will be without prejudice to the accrued rights of the party giving termination.
7. Transfer and Assignment
Neither the Company nor the Client may transfer or assign its rights under the Terms without the prior written consent of the other party.
8. Confidentiality
Both the Company and the Client shall maintain confidentiality of the information provided as part of the Services and neither party shall divulge any such information without the prior written consent of the other party.
9. Notices
Any notices given under these Terms shall be given either by letter, fax or e-mail to the address or contact details of the recipient as previously advised, and any such notice shall be deemed to have been given at the time at which it would have been received in the ordinary course of transmission.
10. Change in Terms
These Terms are subject to change from time to time and due notice is deemed to be given to the Client by the revised Terms being posted on the website of the Company.
11. Law and Jurisdiction
These Terms shall be governed by and construed in accordance with English law and exclusively subject to English jurisdiction. Nonetheless in the event of any dispute arising from these Terms both the Company and the Client undertake to negotiate in good faith in order to agree the terms of a mutually acceptable settlement of any such dispute.