Cotswold RDA Terms Organisation

THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 7.

1. INTERPRETATION

1.1 Definitions:

Charges: the charges payable by the Customer for the supply of the Services in accordance with Schedule 1.
Commencement Date: has the meaning set out in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 10.4.
Contract: the contract between the Cotswold RDA and the Customer for the supply of Services in accordance with these Conditions.
Cotswold RDA: Cotswold Riding for the Disabled incorporated and registered in England and Wales with company number 09080110 whose registered office is at Jackie Brutton Riding School, Prestbury Park Racecourse, Cheltenham, GL50 4SH.
Customer: the person or firm who purchases Services from the Cotswold RDA.
Customer Default: has the meaning set out in clause 4.2.
Order: the Customer’s order for Services in the form as set out in the Schedule.
Services: the services supplied by the Cotswold RDA to the Customer as set out in the Schedule.

1.2 Interpretation:

(a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
(b) 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.
(c) A reference to writing or written includes email.

2. BASIS OF CONTRACT

2.1 The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when the Cotswold RDA issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date). These Conditions shall continue in force unless terminated earlier in accordance with clause 8, until either party gives to the other party written notice to terminate.

3. SUPPLY OF SERVICES

3.1 The Cotswold RDA shall supply the Services to the Customer in accordance with the Specification in all material respects.

3.2 The Cotswold RDA warrants to the Customer that the Services will be provided using reasonable care and skill.

4. CUSTOMER’S OBLIGATIONS

4.1 The Customer shall:

(a) ensure that the terms of the Order and any other information it provides are complete and accurate;
(b) co-operate with the Cotswold RDA in all matters relating to the Services;
(c) provide the Cotswold RDA with such information and materials as it may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects.

4.2 If the Cotswold RDA’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):

(a) the Cotswold RDA 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 Cotswold RDA’s performance of any of its obligations;
(b) the Cotswold RDA shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Cotswold RDA’s failure or delay to perform any of its obligations as set out in this clause 4.2; and
(c) the Customer shall reimburse the Cotswold RDA on written demand for any costs or losses sustained or incurred by the Cotswold RDA arising directly or indirectly from the Customer Default.

5. CHARGES AND PAYMENT

5.1 The Charges for the Services shall be calculated in accordance with the Cotswold RDA’s standard fee rates, as set out in the Schedule.

5.2 The Cotswold RDA shall invoice the Customer in accordance with the Schedule.

5.3 The Customer shall pay each invoice submitted by the Cotswold RDA:

(a) within 14 days of the date of the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by the Cotswold RDA, and
time for payment shall be of the essence of the Contract.

5.4 If the Customer fails to make any payment due to the Cotswold RDA under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 2% per cent per annum above Lloyd’s 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 Customer shall pay the interest together with the overdue amount.

5.5 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Cotswold RDA may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Cotswold RDA to the Customer.

6. INTELLECTUAL PROPERTY RIGHTS

All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Cotswold RDA. The Cotswold RDA may make reference to providing its Services to the Customer to confirm that the Customer uses the Services, and the Customer consents to the Cotswold RDA’s use of an approved Customer logo for use upon the Cotswold RDA’s website and marketing literature as well as any creation of a case study for marketing and promotional purposes that references the Customer.

7. LIMITATION OF LIABILITY: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

7.1 Nothing in the Contract shall limit or exclude the Cotswold RDA’s liability for:

(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.

7.2 Subject to clause 7.1, the Cotswold RDA shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for loss of damage to goodwill and any indirect or consequential loss.

7.3 Subject to clause 7.1, the Cotswold RDA’s total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to 100% of the total Charges paid under the Contract.

7.4 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.

7.5 This clause 7 shall survive termination of the Contract.

8. TERMINATION

8.1 Without limiting its other rights or remedies, either party may terminate the Contract by giving the other party three months’ written notice.

8.2 Without limiting its other rights or remedies, either party may terminate or suspend the Contract with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
(b) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

8.3 Without limiting its other rights or remedies, the Cotswold RDA may terminate the Contract with immediate effect by giving written notice to the Customer if: the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified to make such payment.

10. GENERAL

10.1 Force majeure. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

10.2 Confidentiality.

(a) Each party may disclose the other party’s confidential information:

(i) to its employees, officers, representatives, instructors or volunteers who need to know such information for the purposes of carrying out the party’s obligations under the Contract; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(b) Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

10.3 Entire agreement.

(a) This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

10.4 Variation. No variation of the Contract shall be effective unless it is in writing and agreed by the parties (or their authorised representatives).

10.5 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:

(a) waive that or any other right or remedy; or
(b) prevent or restrict the further exercise of that or any other right or remedy.

10.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

10.7 Notices.

(a) 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, and shall be delivered personally, or sent by pre-paid first class post or email. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the registered address; if sent by pre-paid first class post, at 9.00 am on the second business day after posting; or, if sent by email, one business day after transmission.
(b) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

10.8 Third parties. No one other than a party to the Contract shall have any right to enforce any of its terms.

10.9 Governing law and Jurisdiction. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

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