1.1 Typex and the Customer accept and agree the contents of and the terms and conditions set out in the attached Statement of Work, Pricing Schedule(s) and this Agreement, which will constitute the agreement between the parties.
The terms and conditions of this Agreement shall govern all Orders for Services (as defined below) accepted by Typex Group. No order submitted by the Customer shall be deemed to be accepted unless and until confirmed in writing by our authorised representative.
Each accepted Order shall therefore constitute an individual contract governed by the terms and conditions of this Agreement.
The schedules attached to this agreement describe the initial Services being ordered by the Customer and supplied by Typex.
This Agreement contains general terms and conditions applicable to the ordered Services.
In this Agreement, the following terms shall have the following meanings:
“Customer” for purposes of all remedies and limitations, means business Customer, its Affiliates, and its and their employees, directors, officers, agents, and representatives.
“Intellectual Property Rights” means all copyrights, patents, registered and unregistered design rights, topography rights, trademarks and service marks and applications for any of the foregoing, together with all trade secrets, know-how, rights to confidence and other intellectual and industrial property rights in all parts of the world.“Materials” means all documentation, software and other materials created by Typex for the Customer pursuant to the Service Description.
“Order” means Customer’s purchase order placed with Typex or its Affiliates.
“Pricing Schedule” means rates and charges of Service(s) and Service Components
“Service(s)” means product or service (including hardware, software or equipment) supplied by Typex as set out in the Service Description and Pricing Schedule
“Service Component” means the individual components of a Service detailed under a Service Description and Pricing Schedule.
“Statement of Work” means a description or proposal containing the products and services to be provided by Typex to the Customer
“Supplier” for the purpose of this Agreement shall include vendors of products and services resold by Typex together with their worldwide Affiliates.
“Typex”, for purposes of all remedies and limitations of liability, means Typex (UK) Ltd, its Affiliates, and its and their employees, directors, officers, agents, representatives, subcontractors, interconnection and collocation service providers and suppliers.
“User” means anyone (including Customer Affiliates) who uses or accesses any Service purchased by Customer under this Agreement, but excluding unauthorised parties that, after Customer has taken commercially reasonable steps to prevent unauthorised access, use or access a Service without Customer’s knowledge.
3. CHARGES AND BILLING
3.1 Customer shall pay Typex for Customer’s and Users’ use of the Services at the rates and charges specified in the Pricing Schedule, without deduction, setoff or delay for any reason. Charges set forth in the Pricing Schedule are exclusive of VAT.
3.2 Customer shall pay all taxes, duties, levies, shipping charges and other similar charges (and any associated interest and penalties) relating to the sale, transfer of ownership, installation, license, use or provision of the Services
3.3 Payment is due within twenty one (21) days after the date of the correct invoice or as detailed in the Pricing Schedule and must refer to the invoice number. Charges will be quoted and invoices shall be paid in the currency specified in the invoice. Restrictive endorsements or other statements on cheques accepted by Typex will not apply. Customer shall reimburse Typex for all costs associated with collecting delinquent or dishonored payments. Where payments are overdue, Typex reserve the right to charge interest on all overdue balances at 3% above the Bank of England base rate.
3.4 Customer must provide written notice to Typex specifically identifying all disputed charges and the reason for nonpayment within four weeks after the date of the affected invoice or else Customer waives the dispute. Payment of any disputed charges that are determined by Typex to be correct as a result of investigation must be made within fifteen (15) days of Typex’s notice to Customer. If Customer fails to pay within that time frame or if Typex, in its reasonable judgment, determines that Customer’s dispute was without reasonable basis and in bad faith, then Typex may assess interest charges calculated from the date that payment was originally due, at 3% above the Bank of England base rate, plus reasonable legal fees.
3.6 Non-delivery or non-performance of services by any third party other than Typex’s expressly appointed agents in relation to the Service or any part thereof shall not give the Customer any right to delay any payment to Typex or to make any claim whatsoever against Typex.
3.6 The Customer will be responsible for ensuring that the order accurately reflects their requirements. No order, which has been accepted by Typex, may be cancelled by Customer except with Typex agreement in writing and on terms that Customer will indemnify Typex against all loss (limited to the price of the order being cancelled).
3.7 Typex shall be entitled to suspend the Service or any part thereof until arrangements as to credit or payment to the satisfaction of Typex have been made and treat the Service as having been repudiated by the Client if any of the following scenarios arise:
- the Customer fails to pay any other sum due to Typex under this Agreement or any other agreement;
- an order is made or a resolution is passed for the winding up of the Customer;
- a provisional liquidator is appointed in respect of the Customer;
- an administration order is made in respect of the Customer;
- a receiver is appointed in respect of the Customer or all or any of its assets;
3.8 Any temporary reduction of or interruption to Typex ability to carry out the Service or part thereof shall not entitle the Customer to suspend even temporarily any payment already due or for services already rendered.
3.9 Ownership of any physical services provided by Typex or its suppliers shall not pass to the customer until Typex or it suppliers have been paid in full.
3.10 The Law of England applies to this sale.
4. RESPONSIBILITIES OF THE PARTIES
4.1 Typex agrees to provide Services to Customer in accordance with their Order.
4.2 The addition of new services are additional to the standard price of the package and will be detailed in the pricing schedule or other pricing schedules.
4.3 Where applicable, Typex are subject to Supplier’s contract terms and a customer ordering the Service or Service Component hereby agrees to abide by their Terms and Conditions. Typex undertake to provide a copy of, or a reference to, such conditions on request. Typex reserve the right or change its Terms and Conditions at any time and, if substantially modified, will provide 30 days electronic or written notice to the customer.
4.4 Each party shall comply with all applicable laws and regulations of the relevant jurisdiction.
5. USE OF INFORMATION
5.1 This Agreement shall be deemed to be Typex and Customer’s information. Customer’s Content shall be deemed to be Customer’s information.
5.2 Each party’s information shall, for a period of three (3) years following its disclosure (except in the case of Software, for an indefinite period): (i) be held in confidence; (ii) be used and transmitted between countries only for purposes of performing this Agreement (including in the case of Typex, the ability to monitor and record Customer’s transmissions in order to detect fraud, check quality, and to operate, maintain and repair the Services), using the Services or evaluating potential amendments to this Agreement; and (iii) not be disclosed except to the receiving party’s employees, agents and contractors having a need-to-know (provided that such agents and contractors are not direct competitors of the other party and agree in writing to use and disclosure restrictions as restrictive as this Article 4), or to the extent required by law (provided that prompt advance notice is provided to the disclosing party to the extent practicable).
5.3 The restrictions in this Article shall not apply to any information that: (i) is independently developed by the receiving party; or (ii) is lawfully received by the receiving party free of any obligation to keep it confidential; or (iii) becomes generally available to the public other than by breach of this Agreement.
5.4 All parties agree to comply with privacy laws applicable to their respective businesses.
6. PUBLICITY AND MARKS
6.1 The Customer must not issue any public statements or announcements relating to this Agreement or Supplier Agreement without the prior written consent of Typex.
6.2 The customer agrees not to display or use, in advertising or otherwise, any of the other party’s Marks without the other party’s prior written consent, provided that such consent may be revoked at any time.
7. FORCE MAJEURE
7.1 Neither Typex, Supplier or Customer shall be liable for any delay, failure in performance, loss or damage due to fire, explosion, power blackout, earthquake, flood, the elements, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism, acts of God, acts of the public enemy, acts or omissions of carriers or suppliers, acts of regulatory or governmental agencies, or other causes beyond such party’s reasonable control, whether or not similar to the foregoing.
8. INTELLECTUAL PROPERTY AND INDEMNITIES
8.1 The property and any copyright or other intellectual property rights in any copy, artwork, plans, film, photography, transparencies, recordings, soundtracks, software and any other material (“the Company’s Material”) provided by Typex or Supplier shall, unless otherwise agreed in writing between the Customer and Typex, belong to Typex or Supplier, subject only to the right of the Customer to use the Typex’s Material for the purposes of utilising the Services.
8.2 The Customer shall indemnify Typex and its employees, agents and Suppliers against all damage or injury of any kind suffered by Typex or any of its employees or agents caused by or arising from or attributable to any act or omission by the Customer, its employees or agents.
9. LIMITATION OF LIABILITY
9.1 Typex shall not be liable for any loss or damage of whatsoever nature suffered by the Customer arising out of or in connection with any act, omission, misrepresentation or error made by or on behalf of the Customer or arising from any cause beyond Typex reasonable control.
9.2 Typex shall not be liable for any loss or damage of whatsoever nature suffered by the Customer arising out of any matter that could reasonably have been expected to be apparent to the Customer at the time of acceptance testing.
9.3 Typex is not liable for any indirect loss, consequential loss, loss of profits, revenue, data or goodwill howsoever arising suffered by the Customer and arising in any way in connection with this Agreement or any maintenance or other agreement entered into between the Customer and Typex or for any liability of the Customer to any third party.
9.4 The Customer accepts that Typex is in no way liable for any inaccuracies or misleading statements or representations made in any Supplier documentation supplied by Typex to the Customer.
9.5 None of the clauses above shall apply so as to restrict liability for death or personal injury resulting from the negligence of Typex or it’s appointed agents.
9.6 Notwithstanding anything contained hereunder to the contrary, the total maximum liability of Typex hereunder shall in no event ever exceed the amounts that the Customer has paid Typex under the statement of work and/or letter of engagement for which the Customer’s claim arose.
10.1 The Customer acknowledges that Typex provides a valuable service by identifying and assigning personnel to render services for the Customer. The Customer further acknowledges that the Customer would receive substantial additional value, and Typex would be deprived of the benefits of its work force, if Customers were to directly hire Typex personnel after Typex has introduced them to the Customer. Accordingly, the Customer agrees that while Typex is performing services hereunder, and for a period of one (1) year following the termination/cancellation of the Agreement, the Customer will not solicit or offer employment to any Typex or Typex subcontractor employee(s) who have been engaged in any efforts hereunder. If Customer violates the provisions of this article, it will be liable to Typex for liquidated damages, not as penalty, but as a reasonable estimate of the damages incurred, in an amount equal to six (6) months’ remuneration of the employee at the rate last paid that employee by Typex.
10.2 Typex will use its reasonable endeavors to maintain continuity in the staff engaged on the
10.3 Typex may designate a project manager for the Assignment who shall report directly to the
Customer on the progress of the Assignment.
10.4 Typex personnel, to the extent they work on the Customer’s premises, shall respect the internal regulations that have been communicated to them, without such respect implying any subordination to the Customers.
11.1 Typex warrants that in fulfilling any Typex Services it will perform the services with a high degree of professional expertise and skill.
11.2 Customer assumes the responsibility to take adequate precautions against damages to their respective operations that could be caused by errors, defects, interruptions, or malfunctions in information services.
11.3 The warranty set out in clause 11.1 is exclusive of and in lieu of all other conditions and warranties, either express or implied, including without limitation those relating to merchantability or fitness for purpose.
12. SUBSCRIPTION SERVICES
This section applies to all sales of subscription-based services either from Supplier or Typex and is additional to the General Conditions shown in this document.
12.1 The commencement date is defined as the date on which the customer signs this pricing schedule and returns a copy to Typex.
12.2 Typex will issue a renewal notification 90 days before expiry.
12.3 Unless written notice of cancellation is received by Typex within 30 days of Typex’s renewal notification then this agreement will be automatically renewed on the first day of the 12th month following the commencement date and indefinitely for further 12 month periods.
12.4 Typex reserve the right to bar use of the service should payment not be received by the commencement or renewal date.
12.5 No credit will be issued by Typex if the customer cancels their subscription before the completion of any 12 month subscription period.
12.6 Typex reserves the right to enhance the content of Typex Services during the course of the Subscription and will allow the Customer the option to benefit from the enhanced service or to revert to the previous level of service .