Mannering Styles Ltd
Terms and Conditions for Supply of Goods and Services Updated Dec 2020
These Conditions apply to and govern the supply of Services by Mannering Styles Ltd a company incorporated in England and Wales.
Interpretation: In these Conditions the following words have the following meanings:
The Conditions means these terms and Conditions; the Contract an agreement for the purchase of Goods and/or Services by the Customer from Mannering Styles Ltd;
The Customer means the person, company or organisation ordering the Goods and/or Services from Mannering Styles Ltd under the Contract;
Intellectual Property Rights means patents, copyright, registered and unregistered design rights, utility models, trade marks (whether or not registered), database rights, rights in know-how and confidential information and all other intellectual and industrial property rights and similar or analogous rights existing under the laws of any country and all pending applications for and rights to apply for or register such rights;
A Quotation a formal quotation using a standard template or informal written email issued by Mannering Styles Ltd specifying the cost of the Goods and/or Services and incorporating these terms by reference;
Services means the supply of a service(s) that does not constitute the term Goods. Services provided by Mannering Styles Ltd may include a variety of different service types which may be solely or partly delivered by a third party vendor (such vendors are referred to in this agreement as a “Third Party vendor” and their services referred to as “Third Party Vendor Services”;
Ongoing-Services means the supply of ongoing-services on a basis where the supply of those services is not considered as single/one-time request and would normally be considered as a longer-term / ongoing supply of those services. Services provided by Mannering Styles Ltd may include a variety of different service types which may be solely or partly delivered by a third party vendor (such vendors are referred to in this agreement as a “Third Party vendor” and their services referred to as “Third Party Vendor Services”;
The headings in these Conditions are for ease of reference only; they do not affect the interpretation or construction of these Conditions.
Any typographical, clerical or other error or omission in any sales literature, price list, Quotation, acceptance of offer, invoice or other document or information issued by Mannering Styles Ltd shall be subject to correction without any liability on the part of Mannering Styles Ltd.
These Conditions will govern the provision of Services to the exclusion of all other terms and Conditions (including any terms or Conditions which the Customer purports to apply under any purchase order, confirmation order, specification or other document) except where any special terms and Conditions are included in a Quotation, a specific contract or agreed in writing by Mannering Styles Ltd
Mannering Styles Ltd may revise these Conditions at any time by publishing new or revised Conditions on its website. If a Quotation is accepted by the Customer after the new or revised Conditions have been published on Mannering Styles Ltd’s website, those new or revised Conditions will apply to the supply of those Goods and/or Services.
If there is any conflict or inconsistency between these Conditions and any Quotation or Contract, the Quotation and Contract will prevail. If there is any inconsistency between these Conditions and any content on Mannering Styles Ltd’s website, these Conditions will prevail.
Mannering Styles Ltd will use reasonable endeavours to carry out the Services with reasonable skill and care and to industry best practise. Mannering Styles Ltd will endeavour to complete the Services by any Estimated Completion Date agreed with the customer, but any such Estimated Completion Date is an estimate only, and Mannering Styles Ltd will not be liable for any delay or failure to deliver or perform in accordance with an Estimated Completion Date.
Any delay by the Customer caused by the customer in allowing Mannering Styles Ltd to complete the services by any Estimated Completion Date agreed or in paying any Fees to Mannering Styles Ltd will give Mannering Styles Ltd the right to delay delivery of those Services by a reasonable amount of time taking into account the delay by the Customer and the availability of Mannering Styles Ltd’s resources.
Once the Services have been completed Mannering Styles Ltd will confirm with the customer the delivery and acceptance of those services before closing the Service Desk Ticket allocated to that particular request.
The Customer will pay the Fees. Unless otherwise agreed in writing, payment of all invoices will be made by the Customer to Mannering Styles Ltd in full in Pounds Sterling as invoiced, no later than thirty (30) days from the date of an invoice.
All prices are exclusive of VAT unless otherwise stated and the Customer will pay any and all tax duties and other government charges payable in respect of the goods in accordance with UK legislation in force at the tax point and all other taxes and duties payable in connection with the supply of the Services to the Customer and its export and import into any territory.
6.3 In the event of late payment by the Customer Mannering Styles Ltd will be entitled, without limiting any other rights and remedies it may have: (a) suspend any services and/or cancel any of its outstanding obligations under the Contract (b) pass on any legal costs in relation to the recovery of overdue accounts; and (c) charge interest on any outstanding amount accruing from time to time at the rate of 4% per annum above the base rate from time to time of the Bank of England or the amount prescribed in the Late Payment of Commercial Debts (Interest) Act 1998 (whichever is greater) from the due date until the outstanding amount is paid in full.
The Customer will have no right to set off any amounts owing to it by Mannering Styles Ltd against unpaid invoices due to Mannering Styles Ltd.
Mannering Styles Ltd shall have the right for reasonable cause to withdraw or refuse credit facilities or to require from the Customer cash on or before delivery or security for payment and to withhold delivery until such requirement is complied with.
Any claim or query by the Customer in respect of the invoice must be notified to Mannering Styles Ltd by the Customer within the period of 14 Days
Nothing in these Conditions limits Mannering Styles Ltd’s liability for fraud, or death, or personal injury arising as a result of Mannering Styles Ltd’s negligence or any other liability which may not, by law, be excluded.
Subject to condition above the maximum liability of Mannering Styles Ltd under or in connection with the Goods or Services whether caused by the negligence of Mannering Styles Ltd, its servants, agents sub-contractors or otherwise will not exceed the amounts which have been paid or which have become payable by the Customer. In the event of an error by Mannering Styles Ltd in providing the Goods or Services which renders the Goods or Service unusable by the Customer, the Customer’s only remedy will be either: (a) the return of the amounts which have been paid to Mannering Styles Ltd by the Customer under the Contract; or (b) to require Mannering Styles Ltd to re-supply the Goods and/or to repeat the whole or part of the Services at Mannering Styles Ltd’s own cost
Subject to the condition above Mannering Styles Ltd will not be liable to the Customer for any of the following: loss of profit, loss of revenue, loss of savings, loss of opportunity, loss of business and loss of goodwill (in each case whether direct or indirect) or for any indirect loss, damage, costs, expenses and other claims (whether caused by the negligence of Mannering Styles Ltd, its servants, agents sub-contractors or otherwise) which arise out of or in connection with Goods and/or the Services or the Contract.
Subject to the remaining provisions of this Condition 10, neither party will use (except for exercising its rights and performing its obligations under the Contract), will keep confidential and not divulge to any third party any and all confidential information of the other party (whether oral, written or recorded or disclosed in any other form, and whether disclosed on, before or after the date of the Contract) concerning any of the following: the business, affairs, plans, technology, know-how, products and services of the other party without the other party’s prior written consent.
The restriction contained in Condition 10.2 will not apply to any information which: (a) was already in the receiving party’s possession or at its free disposal before its disclosure by the disclosing party; or (b) is disclosed after the date of the Contract to the receiving party without any obligations of confidence by a third party who has not derived it directly or indirectly from the disclosing party; or (c) is or becomes generally known anywhere in the world through no act or default on the part of the receiving party; or (d) is independently developed or discovered by the receiving party’s personnel without use of or reliance upon information provided by the disclosing party.
Nothing in this Condition will prevent either party from making any disclosure required by law, or by the order of any court of competent jurisdiction or any regulatory authority.
Where Mannering Styles Ltd processes any Personal Data on the Customer’s behalf when providing the Services, the parties agree that the Customer will be the Data Controller and Mannering Styles Ltd will be a Data Processor or pass on that Data Processor role to Third Party Vendors who are providing the Third Party Vendor Services with Mannering Styles Ltd acting as an agent or reseller.
Where Mannering Styles Ltd either processes any Personal Data or acts as an agent or reseller to Third Party Vendors who process any personal data on the Customer’s behalf the customer will exclusively own and be responsible for (a) the integrity of that data transferred (b) the account management of the users and ensuring that Mannering Styles Ltd is notified so as to action any leavers account removals (c) implementing and managing its own staff policies that aim to ensure the security and integrity of the environment (d) implementing and managing its own staff policies that aim to ensure that the service is not misused by sending spam or otherwise duplicative or unsolicited messages or store infringing, obscene, threatening or otherwise unlawful material or material that is harmful to children or violates third party privacy rights
The Customer will ensure that it is entitled to transfer those Personal Data to Mannering Styles Ltd so that Mannering Styles Ltd may lawfully use, process and transfer those Personal Data in accordance with the Contract on the Customer’s behalf.
The Customer will ensure that all Data Subjects have been informed of, and have given their consent to, such use, processing, and transfer as required by the Data Protection Act 1998 and the General Data Protection Regulation 2017.
Mannering Styles Ltd will process any Personal Data only in accordance with the Contract and any lawful and reasonable instructions given by the Customer from time to time;
Where services provided by Mannering Styles Ltd may either solely or partially make use of Third Party Vendors Services those services may be subject to the Terms of Service of the Third Party Vendor and give the Third Party Vendor non-exclusive, worldwide, royalty-free, license to use, modify, reproduce and distribute you data only as required to provide the services to which you have subscribed.
Mannering Styles Ltd will take appropriate technical and organisational measures against unauthorised or unlawful processing of those Personal Data or their accidental loss, destruction or damage, having regard to the state of technological development, the cost of implementing any measures, the harm which might result from such unauthorised or unlawful processing or accidental loss, destruction or damage, and the nature of the data to be protected.
Mannering Styles Ltd will undertake continuous assessments of security policies and processes in operation within Mannering Styles Ltd both at a technical and operational level
Mannering Styles Ltd will regularly assess the suitability of Third Party Vendors in providing Third Party Vendor Services that we may solely or partially make use of in providing services to our customers as required by the Data Protection Act 1998 and the General Data Protection Regulation 2017
Mannering Styles Ltd will notify the Information Commissioners Office (ICO) and the customer of any breach that may result in a risk to the rights and freedoms of natural persons as required by the Data Protection Act 1998 and the General Data Protection Regulation 2017 including services directly provided by Mannering Styles Ltd or provided by Third Party Vendors Services that affect our customers.
Mannering Styles Ltd will not be liable for any failure to fulfil the Contract or any term or Condition of the Contract if fulfilment has been delayed, hindered or prevented by circumstances beyond its reasonable control including but not limited to fire, explosion, flood, tempest, unusually adverse weather Conditions, failure or shortage of power supplies, fault or failure of plant or machinery, war, hostilities, riot, acts of terrorism, strikes, lock-outs or other industrial action or trade dispute (“a Force Majeure Event”).
Mannering Styles Ltd will promptly notify the Customer if a Force Majeure Event arises and during the period in which Mannering Styles Ltd is prevented from performing the Contract the Customer will be entitled after giving Mannering Styles Ltd written notice of its intention to do so to purchase products elsewhere at its own cost and risk and Mannering Styles Ltd shall not be obliged to make up deficiencies which arise as a result.
If a Force Majeure Event exceeds one month Mannering Styles Ltd may cancel the Contract without liability.
Either party may terminate the Contract immediately by written notice to the other if the other party: (a) commits any material breach of any of the provisions of this Agreement and, in the case of a breach capable of remedy, fails to remedy that breach within 30 days after receipt of a written notice giving particulars of the breach and requiring it to be remedied or (b) has a receiver, administrative receiver or administrator appointed over all or any of its assets or undertaking or, except for the purposes of a solvent amalgamation or reconstruction, enters into liquidation, enters into any composition or arrangement with or for the benefit of its creditors or enters into any similar or analogous arrangement existing under the law of any country or ceases to carry on business.
The termination of the Contract, by either party in accordance with this Condition 12 will be without prejudice to any other rights or remedies of that party accrued prior to termination.
On termination of the Contract for any reason the Customer will immediately pay to Mannering Styles Ltd any Fees or other amounts due under the Contract.
No Partnership etc – Nothing in these Conditions creates, implies or evidences any partnership or joint venture between Mannering Styles Ltd and the Customer, or the relationship between them of principal and agent.
Third Party Rights – No third party is entitled to the benefit of this Agreement under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
Assignment and Subcontracting – The Customer may not assign or otherwise deal with the Contract or any part of it without obtaining the prior written consent of Mannering Styles Ltd. Mannering Styles Ltd may perform any of its obligations or exercise any of its rights under the Contract by itself or through a Mannering Styles Ltd Affiliate, provided that any act or omission of any Mannering Styles Ltd Affiliate shall be deemed to be the act or omission of Mannering Styles Ltd. Mannering Styles Ltd may also assign or transfer the Contract or any part of it to any other person.
Severability – If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
Notices – Any notice permitted or required under the Contract will be in writing and will be sent to the contact address, or e-mail address of the other party set out in the Quotation or Contract any other address or e-mail address which that party may designate by notice given to the other party in accordance with this Condition 13. Any notice may be delivered personally, or by first class pre-paid letter or by e-mail and will be deemed to have been served: if by hand, when delivered; if by first class post, 48 hours after posting; and if by e-mail, on that e-mail being accessible by the intended recipient.
Waiver – No waiver or delay by Mannering Styles Ltd in enforcing its rights will prejudice or restrict those rights and no waiver of any right will operate as a waiver of any later right or breach.
Governing Law and Jurisdiction – The Contract shall be governed and construed in accordance with the laws of England. The English Courts will have exclusive jurisdiction to deal with any dispute which may arise out of or in connection with the Contract.