All services provided by Verdel Instruments Limited to the Client are subject to the following terms and conditions.
- Acceptance. A copy of these terms and conditions can be signed by all new Clients at the time of submission of work to Verdel Instruments, indicating agreement to and acceptance of these Terms and Conditions. Alternatively, payment of an advance fee (deposit) or payment online is an acceptance of our terms and conditions for any projects undertaken by Verdel at the request of the Client. A copy of these terms and conditions is available on our website.
- Charges.Charges for services to be provided Verdel Instruments are defined in the quote (RFQ / Request for Quote) that the Client receives via e-mail. Quotations are valid for a period of two weeks. Verdel Instruments reserves the right to alter or decline to provide a quotation after expiry of the 30 days. Ongoing work will be billed at an agreed upon rate between Verdel and the Client.Payment for services is due by bank transfer. Bank details are made available on invoices.
3 Client Obligations. To enable Verdel to perform its obligations under this Agreement the Client shall:
3.1.a co-operate with Verdel;
3.1.b provide Verdel with any information or materials reasonably required by Verdel;
3.1.c obtain all necessary permissions and consents which may be required before the commencement of the services; and
3.1.d comply with such other requirements as may be set out in the Quote or otherwise agreed between the parties.
3.1.e deal with Verdel staff in reasonable, professional and non-abusive manner.
3.2 The Client shall be liable to compensate Verdel for any expenses incurred by Verdel as a result of the failure to comply with Clause 3.1.
3.3 Without prejudice to any other rights to which Verdel may be entitled, in the event that the Client unlawfully terminates or cancels the services agreed to in the Quote, the Client shall be required to pay to Verdel as agreed damages, not as a penalty, the full amount of any third party costs to which Verdel has committed; the full amount of the services contracted for as set out in the Quote, or additional project agreement, and the Client agrees this is a genuine pre-estimate of Verdel Instrument losses in such a case. For the avoidance of doubt, the failure to comply with any obligations under Clause 3.1 shall be deemed to be a cancellation of the services and subject to the payment of the damages set out in this Clause.
3.4 In the event that the Client or any third party, not being a sub-contractor of Verdel, shall omit or commit anything which prevents or delays Verdel from undertaking or complying with any of its obligations under this Agreement, then Verdel shall notify the Client as soon as possible and:
3.4.a Verdel shall have no liability in respect of any delay to the completion of any project;
3.4.b if applicable, the timetable for the project will be modified accordingly;
3.4.c Verdel shall notify the Client at the same time if it intends to make any claim for additional costs.
- Payment. Invoices will be provided by Verdel Instruments upon completion of milestone stages of the work for services. Invoices are sent via email. Invoices are due upon receipt. Accounts that remain unpaid thirty (30) days after the date of the invoice will be assessed a service charge of £95 per month. In addition, Verdel shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 8% per annum above the base rate of the Bank of England. If the client terminates the contract for any reason, they are in breach of contract and are responsible to pay the full amount of the contract. The amount will be due immediately upon receipt of invoice.
- Default. Accounts unpaid thirty (30) days after the date of invoice will be considered in default. If the Client in default maintains any information or material in Verdel’s physical or digital spaces, Verdel will, at its discretion, remove all such material. Verdel Instruments is not responsible for any loss of data incurred due to the removal of the service. Removal of such material does not relieve the Client of the obligation to pay any outstanding charges assessed to the Clients account. Cheques returned for insufficient funds will be assessed a return charge of £95 and the Clients account will immediately be considered to be in default until full payment is received. Clients with accounts in default agree to pay Verdel Instruments reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by Verdel Instruments in enforcing these Terms and Conditions.
- Termination. Termination of services by the Client must be requested in a written notice and will be effective on receipt of such notice. E-mail or telephone requests for termination of services will not be honoured until and unless confirmed in writing. The Client will be invoiced for any instrumental, analytical or software development work completed to the date of first notice of cancellation for payment in full within thirty (30) days.
- Copyright. The Client retains the copyright to data, files and materials provided by the Client. The Client must obtain permission and rights to use any information or material that are copyrighted by a third party. The Client is further responsible for granting Verdel permission and rights for use of the same and agrees to indemnify and hold harmless Verdel Instruments from any and all claims resulting from the negligence or inability to obtain proper copyright permissions.
The Client owns the data and other analytical outputs that we create for you for this project. We will give you a copy of all files and you should store them safely as we are not required to keep them or provide any native source files that we used in making them. You cannot publish or use these outputs on websites, printed material or in any other form, unless Verdel Instruments is in agreement. A contract for services or collaboration with Verdel shall be regarded as a guarantee by the Client to Verdel Instruments that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested.
- General. These Terms and Conditions supersede all previous representations, understandings or agreements. The signature below or payment of an advance fee / deposit constitutes agreement to and acceptance of these Terms and Conditions. Payment online, BACS transfer, PayPal, etc, is an acceptance of our terms and conditions.
- Warranty. Verdel warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.
- Governing Law. This Agreement shall be governed by English Law; Oxford, England, UK.
- Liability. Verdel Instruments hereby excludes itself, its Employees and or Agents from all and any liability from:
– Loss or damage caused by any inaccuracy;
– Loss or damage caused by omission;
– Loss or damage caused by delay or error, whether the result of negligence or other cause in the execution of our servies;
The entire liability of Verdel Instruments to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this Agreement in respect of which the breach has arisen.
- Severability. In the event any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired and the Agreement shall not be void for this reason alone. Such invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provision.