Legal

TERMS AND CONDITIONS OF BUSINESS

Definitions

In these Terms and every proposal, quotation, order and Agreement to which they apply:

“Agreement” means the applicable agreement between GFM Holdings Ltd. and the Client for the provision of services. “Company” means GFM Holdings Ltd., 42 Phoenix Court, Hawkins Road, Colchester, CO2 8JY. “Client” means the prospective customer to whom GFM Holdings Ltd.’s proposal or quotation is addressed.

Application

Unless otherwise specifically agreed in writing by an executive of the Company, every offer, quotation, acceptance and contract for the supply of services by the Company shall be subject to these Terms and Conditions, and any relation or indulgence which the Company may extend to the Client shall in no way prejudice or operate as a waiver of the Company’s rights hereunder.

Terms of Appointment

The services provided by the Company will continue for the specified period of the Agreement. Either party may terminate the Agreement, subject to a minimum of three months' notice in writing. In the event of termination of an Agreement the Company reserves the right to levy charges to cover expenses incurred in servicing the Agreement over and above those specified in the Agreement. The Company will not undertake any work without a signed purchase order or similar authorisation from an executive of the Client. The Company agrees to abide by the written instructions and subsequent alterations provided and agreed with our Clients and their agents regarding all matters concerning pricing, discount, delivery times, etc. The Company reserves the right to charge for storage and handling of goods retained at the end of the Agreement or after the use of said goods is discontinued during an Agreement.

Confidentiality

The Company acknowledges and agrees that any data gathered by it on behalf of its Clients or given to it by its suppliers remains strictly confidential between the Company and its Client and their appointed suppliers, and the Company will take all reasonable steps to ensure this remains so.

The Company acknowledges a duty not to disclose, without the express written permission of our Clients during or after the period of the assignment, any confidential information collected or maintained on behalf of our Clients or their agents.

Data Protection

The Company is registered under the Data Protection Act as a computer bureau.

Ownership of Data

The Company acknowledges that ownership of any data supplied by the Client or its agents/suppliers, or collected for the Client by the Company, shall remain the property of the Client unless otherwise agreed in writing.

The Company will levy a charge, to be agreed in advance, if the data is to be removed from the Company’s systems and provided to the Client.

Liability

The Company shall not be liable for any delay in or omission of posting or delivery in the absence of default or neglect on our behalf.

The Company will not be liable in the event of the failure of a third party supplier to fulfil their obligations in the execution of the Agreement.

The Company’s liability in the event of loss, damage or theft of goods or data shall be limited to the amounts insured by the Company’s liability insurance.

Payment Terms

Payment terms for postal charges are strictly seven days from date of posting, unless previously agreed in writing.

Payment terms for other services are strictly 30 days from date of invoice. Payment outside this period is by negotiation only, and we reserve the right to place surcharges on invoices where these terms are not adhered to.

The Company will invoice the Client for services provided on a monthly basis or upon completion of the Agreement, with the exception of bought in services and goods, which will be invoiced within seven days unless previously agreed in writing with the Client.

Disbursements

Any out of pocket, travel or accommodation expenses incurred on behalf of our Clients or its Clients and/or respondents to any marketing initiative of our Clients, shall be invoiced directly to the Client at cost plus 10%. Road travel mileage incurred on behalf of our Clients will be charged at £0.25 per mile.

Force Majeure

Force Majeure shall mean any act of God, war, hostilities, riot or civil commotion, strike, lockout, trade dispute or labour disturbance, shortage of raw materials, breakdown or partial failure of equipment, including but not limited to computer hardware and/or software, whether belonging to the Company or otherwise; fire, explosion, flood or other natural disaster, difficulty or increased expense in obtaining materials or transport; late receipt of any necessary information, acts, orders or regulations, whether legislative or executive made by or on behalf of the government ( whether local or national ) of any country, intervention by any customs tariff, fiscal or other means, any delay or failure in transport loading or discharging products or services to be supplied and/or performed by the Company, or any failure or delay on the part of any independent sub-contractor or supplier or other circumstances whatsoever, wholly or partly outside the reasonable control of the Company, in any case affecting the manufacture, delivery or provision of the products and/or service to be supplied and/or performed by the Company.

If in the performance by the Company of its obligations, as set out in this Agreement, the Company is prevented, hindered or delayed by any force majeure circumstances, then it shall be excused performance or punctual performance of those obligations for so long as the force majeure circumstances continue, and any time limits for the fulfilment of those obligations shall be extended by a period which is at least equal to the period during which the force majeure circumstances continue.

Notices

Any notice given hereunder shall be in writing and service thereof shall be effected either by fax or hand delivery. Notices served by electronic mail will not be accepted. The address for service shall be the address of the addressee used or referred to in the Agreement, or such other address as the addressee shall have nominated in writing in accordance with this clause. Any notice served by fax shall be deemed to have been served within one hour of the time of despatch.

Waiver

Any failure or neglect by either the Company or its Client to enforce at any time any of the provisions of the Agreement shall not be construed nor deemed to be a waiver of that party’s rights under the Agreement.

Severability

If the whole or any part of any provision of the Agreement is determined to be invalid or unenforceable then such provision or part thereof shall be removed from the body of the Agreement that shall continue to be valid and enforceable to the fullest extent permitted by law.

Interpretation

In these Conditions and every proposal, quotation, order and Agreement to which they apply, headings are for convenience only and shall not affect interpretation, the singular includes the plural and vice versa, references to Clauses are to Clauses in these Conditions and any list of particular items or matters used in conjunction with general wording covering those items or matters shall not limit that general wording.

Law and Jurisdiction

The Agreement shall be governed and construed in all respects in accordance with English law and the parties hereby submit to the non-exclusive jurisdiction of the English courts.